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.
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. (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. 11 3.7 Broker's Fees .......................................... 13 3.8 Absence of Certain Changes or Events ................... 13 3.9
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.
Loan Portfolio; Reports. At the same time as it delivers the financial statements required under the provisions of Section 5.2, a copy of:
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).
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 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.
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.
