Loan Portfolio; Reports. (a) Except as set forth in Section 3.05 of the Seller Disclosure Schedule hereto, to the knowledge of the Seller, all of the loans having a principal amount in excess of $100,000 reflected as assets on the Seller Bank's balance sheet included in the financial statements for the fiscal year ended December 31, 2000 accompanying the Call Report for the year ended December 31, 2000 filed by the Seller Bank with the FDIC or made or acquired by the Seller Bank since December 31, 2000 (each a "Loan"), were validly and legally made in all material respects, constitute valid and binding agreements of the borrower enforceable in accordance with their terms ((i) subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally, (ii) subject to general principles of equity, and (iii) provided that certain remedies, waivers and other provisions of the loan documents may not be enforceable, but such unenforceability will not render the loan documents invalid as a whole or preclude (x) the judicial enforcement of the obligation of the borrower to repay the principal thereon as provided in the note or (y) the foreclosure of the mortgage), are saleable in the ordinary course of the Seller Bank's business and no amount thereof is subject to any material defenses which may be asserted against the Seller Bank. Neither the Seller nor the Seller Bank has entered into any agreement which will result in a future waiver or negation of any material rights or remedies presently available against the borrower or guarantor, if any, on any such Loan. Except as set forth in Section 3.05 of the Seller Disclosure Schedule, each mortgage securing a Loan is evidenced by documentation of the types customarily employed by the Seller Bank, which are consistent in all material respects with federal and state banking practices and prudent banking standards, and complete copies thereof have been maintained by the Seller Bank in accordance with such standards and practices, is properly perfected, represents a valid mortgage on properties described therein, and is saleable in the ordinary course of the Seller Bank's business. Except with respect to participation loans described in Section 3.05 of the Seller Disclosure Schedule and loans guaranteed in part by the Small Business Administration (to the extent of such guaranty), the Seller Bank owns and holds the entire interest in all mortgages free and clear of all liens, claims, e...
Loan Portfolio; Reports. Schedule 2.25 provides a listing of all loans in excess of $250,000 and the Company has provided Acquiror with an update regarding the status of each listed loan, together with having made available for Acquiror's review the file or files for each such loan. Schedule 2.25 also lists all loans and obligations which, as of the date hereof, are classified, whether internally or by regulators, as "Substandard", "Doubtful", "Loss" or "Classified" or are in any respect non-performing or delinquent. The Company will promptly notify Acquiror regarding any loans which subsequently fit within either of the groupings described in the preceding two (2) sentences of this section 2.25, but which were not in existence or not in such grouping as of the date of execution of this Agreement. For purposes of this section 2.25, the term "loans" includes all lines of credit, letters of credit, commitments, or other obligations of the Company, whether drawn upon or not as of the date of this Agreement. In determining whether the $250,000 threshold is met, all loans to one party (including loans to related or otherwise affiliated parties) shall be aggregated and treated as a single loan.
Loan Portfolio; Reports. 8 3.6 Financial Statements; Books and Records................................9 3.7 Broker's Fees.........................................................10 3.8 Absence of Certain Changes or Events..................................10 3.9
Loan Portfolio; Reports. (a) As of September 30, 1996 and thereafter through and including the date of this Agreement, neither DS Bancor nor Derby is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, "Loans"), with any director, officer or five percent or greater shareholder of DS Bancor or any of its Subsidiaries, or any Affiliated Person (as defined in Section 9.13) of the foregoing.
(b) DS Bancor and Derby have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since September 30, 1996 with (i) the FRB, (ii) the FDIC, (iii) the Connecticut Commissioner and any other state banking commissions or any other state regulatory 11 authority (each a "State Regulator"), (iv) the SEC and (v) any other self-regulatory organization ("SRO") (collectively "Regulatory Agencies"). Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of DS Bancor and its Subsidiaries, no Governmental Entity is conducting, or has conducted, any proceeding or investigation into the business or operations of DS Bancor or Derby since September 30, 1993.
Loan Portfolio; Reports. (a) Except as set forth at Section 3.5(a) of the Catskill Disclosure Schedule, as of September 30, 1999 and thereafter through and including the date of this Agreement, none of Catskill, nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, "Loans"), with any director, officer or five percent or greater shareholder of Catskill or any of its Subsidiaries, or any Affiliated Person (as defined in Section 9.13) of the foregoing.
(b) Catskill, Catskill Bank and CFSI have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since September 30, 1999 with (i) the OTS; (ii) the FDIC, (iii) the NYSBD (iv) the New York Insurance Department and any other state banking commissions or any other state regulatory authority (each a "State Regulator"), (v) the SEC and (vi) any other self-regulatory organization ("SRO") (collectively "Regulatory Agencies"). Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Catskill and its Subsidiaries, to Catskill's knowledge no Governmental Entity is conducting, or has conducted, any proceeding or investigation into the business or operations of Catskill or any of its Subsidiaries since September 30, 1999.
Loan Portfolio; Reports. (a) Except as disclosed in Section 3.5(a) of the Empire Disclosure Schedule, neither Empire nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, "Loans"), with any director, officer, employee or five percent or greater stockholder of Empire or any of its Subsidiaries, or any Affiliated Person of the foregoing.
Loan Portfolio; Reports. (a) Except as set forth at Section 3.5(a) of the SKAN Disclosure Schedule, as of December 31, 1998 and thereafter through and including the date of this Agreement, neither SKAN nor Skaneateles Bank is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, "Loans"), with any Affiliated Person (as defined in Section 9.13).
(b) SKAN and Skaneateles Bank have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1993 with (i) the FRB, (ii) the FDIC, (iii) the New York Superintendent and any other state banking commissions or any other state regulatory authority (each a "State Regulator"), (iv) the SEC and (v) any other self-regulatory organization ("SRO") (collectively "Regulatory Agencies"). Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of SKAN and its Subsidiaries, no Governmental Entity is conducting, or has conducted, any proceeding or investigation into the business or operations of SKAN or Skaneateles Bank since December 31, 1993, other than as set forth at Section 3.5(b) of the SKAN Disclosure Schedule.
Loan Portfolio; Reports. (a) Except as set forth at Section 3.5 of the MECH Disclosure Schedule, as of December 31, 1998 and thereafter through and including the date of this Agreement, MECH, MS Bank nor any of their Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, "Loans"), with any director, officer or five percent or greater shareholder of MECH or MS Bank, or any Affiliated Person (as defined in Section 9.13) of the foregoing.
(b) MECH, MS Bank and each of their Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file with (i) the FRB, (ii) the FDIC, (iii) the Connecticut Commissioner and any other state banking commissions or any other state regulatory authority (each a "State Regulator"), (iv) the SEC and (v) any other self-regulatory organization ("SRO"). Except for normal examinations conducted by a regulatory agency in the regular course of the business of MECH and any Subsidiary, no Governmental Entity is conducting, or has conducted at any time subsequent to December 31, 1997, any proceeding or investigation into the business or operations of MECH or any Subsidiary.
Loan Portfolio; Reports. (a) Except as set forth at Section 3.5(a) of the Nutmeg Disclosure Schedule, as of December 31, 1999 and thereafter through and including the date of this Agreement, Nutmeg was not a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, "Loans"), with any director, officer or five percent or greater shareholder of Nutmeg or any Affiliated Person (as defined in Section 9.13 hereof) of the foregoing.
(b) Nutmeg has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the OTS, (ii) the FDIC and any self-regulatory organization ("SRO") (collectively "Regulatory Agencies"). Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Nutmeg, no Governmental Entity is conducting, or has conducted, any proceeding or investigation into the business or operations of Nutmeg nor does Nutmeg have knowledge of any pending or threatened proceeding or investigation.
Loan Portfolio; Reports. (a) None of VBI, nor any of its Subsidiaries is a party to any written or oral loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), with any director, officer or five percent or greater shareholder of VBI or any of its Subsidiaries, or any Affiliated Person (as defined in Section 9.13) of the foregoing in excess of $25,000 in the aggregate or otherwise in violation of Section 13(k) of the Exchange Act.
(b) VBI and each of its subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2003 with (i) the Federal Reserve Board; (ii) the FDIC, (iii) the CDB and any other state banking commissions or any other state regulatory authority (each a “State Regulator”), (iv) the Securities and Exchange Commission (the “SEC”) and (v) any self-regulatory organization (collectively “Regulatory Agencies”) and each other Governmental Entity. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of VBI and its Subsidiaries, no Governmental Entity is conducting, or has conducted, any proceeding, informal or formal enforcement action or investigation into the business or operations of VBI or any of its Subsidiaries since December 31, 2003.
(c) VBI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and all other reports, registration statements, definitive proxy statements or information statements filed by it or any of its subsidiaries subsequent to December 31, 2003 under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or under the securities regulations of the SEC, in the form filed with the SEC (collectively, the “SEC Reports”) as of the date filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (A) complied in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which...
