Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of North Penn were (or will be, as the case may be) as of such dates in all respects (i) evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records as secured loans, has been secured by valid liens which have been perfected, and (iii) are the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity.
(b) The allowances for possible loan losses shown on the Financial Statements of North Penn and the Financial Regulatory Reports of North Penn Bank were, and the allowance for possible loan losses to be shown on the Financial Statements of North Penn and the Financial Regulatory Reports of North Penn Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of North Penn and other extensions of credit (including letters of credit or commitments to make loans or extend credit). North Penn has not been notified by any state or federal bank regulatory agency that its reserves are inadequate or that its practices and policies used in establishing its allowance and in accounting for delinquent and classified assets fail to comply with applicable accounting and regulatory requirements or that regulators or independent auditors believe that such reserves are inadequate or inconsistent with the historical loss experience of North Penn.
(c) No agreement pursuant to which any loans or other assets have been or shall be sold by North Penn or any of the North Penn Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by North Penn or the North Penn Subsidiaries, to cause North Penn or any of the North Penn Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against North Penn or any of the North Penn Subsidiaries. To the knowledge of North Penn, there has been no material breach of a representation or covenant by North Penn or any of the North Penn...
Loan Portfolio; Reserves. All evidences of indebtedness reflected as assets in the Financial Statements of Central Jersey were (or will be, as the case may be) as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The allowances for possible loan losses shown on the Financial Statements of Central Jersey and the Financial Regulatory Reports of Central Jersey Bank were, and the allowance for possible loan losses to be shown on the Financial Statements of Central Jersey and the Financial Regulatory Reports of Central Jersey Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Central Jersey and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
Loan Portfolio; Reserves. Mortgage Loan Buy-Backs 12 Section 3.5 Certain Loans and Related Matters 12 Section 3.6 Authority; No Violation 13 Section 3.7 Consents and Approvals 13 Section 3.8 Broker's Fees 14 Section 3.9 Absence of Certain Changes or Events 14 Section 3.10 Legal Proceedings; Etc. 14 Section 3.11 Taxes and Tax Returns 14 Section 3.12 Employee Benefit Plans 16 Section 3.13 Title and Related Matters 19 Section 3.14 Real Estate 20 Section 3.15 Environmental Matters 20 Section 3.16 Commitments and Contracts 21 Section 3.17 Regulatory and Tax Matters 22 Section 3.18 Registration Obligations 22 Section 3.19 Insurance 22 Section 3.20 Labor 22 Section 3.21 Compliance with Laws 23 Section 3.22 Transactions with Management 23 Section 3.23 Derivative Contracts 24 Section 3.24 Deposits 24 Section 3.25 Accounting Controls 24 Section 3.26 Proxy Materials 24
Loan Portfolio; Reserves. 12 Section 3.5
Loan Portfolio; Reserves. (i) All evidences of indebtedness in original principal amount in excess of $25,000 reflected as assets in the Financial Statements of Monticello, the Financial Statements of Monticello Bank as of and for the year ended December 31, 2006, and the Financial Regulatory Reports of Monticello Bank as of and for the year ended December 31, 2006 were as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity, (ii) the allowances for loan and lease losses shown on the Financial Statements of Monticello, the Financial Statements of Monticello Bank as of and for the year ended December 31, 2006, and the Financial Regulatory Reports of Monticello Bank as of and for the year ended December 31, 2006 were, and the allowance for loan and lease losses to be shown on the Financial Statements of Monticello, the Financial Statements of Monticello Bank and the Financial Regulatory Reports of Monticello Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Monticello and Monticello Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit), (iii) the reserve for losses with respect to other real estate owned (“OREO Reserve”) shown on the Financial Statements of Monticello as of and for the year ended December 31, 2006, the Financial Statements of Monticello Bank as of and for the year ended December 31, 2006, and the Financial Regulatory Reports of Monticello Bank as of and for the year ended December 31, 2006 were, and the OREO Reserve to be shown on the Financial Statements of Monticello, the Financial Statements of Monticello Bank and the Financial Regulatory Reports of Monticello Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to the other real estate owned portfolio of Monticello and Monticello Bank as of the dates thereof, (iv) the reserve for losses in respect of litigation (“Litigation Reserve”) shown on the Financial Statements of Monticello, the Financial Statements of Monti...
Loan Portfolio; Reserves. All evidences of indebtedness reflected as assets in the Financial Statements of Sterling were (or will be, as the case may be) as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. Except as set forth on Sterling Schedule 3.4, the allowances for possible loan losses shown on the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank as of December 31, 2009 were, and the allowance for possible loan losses to be shown on the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Sterling Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
Loan Portfolio; Reserves. Except as set forth in Schedule 3.4, -------------------------
(i) all evidences of indebtedness in original principal amount in excess of $500,000 reflected as assets in the Financial Statements of Community and the Financial Regulatory Reports of Community Bank as of September 30, 2003 were as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity; and (ii) the allowances for possible loan losses shown on the Financial Statements of Community and the Financial Regulatory Reports of Community Bank as of September 30, 2003 were, and the allowance for possible loan losses to be shown on the Financial Statements of Community and the Financial Regulatory Reports of Community Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Community and Community Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit);
Loan Portfolio; Reserves. All evidences of indebtedness reflected as assets in the Financial Statements of the Company or the Financial Regulatory Reports were (or will be, as the case may be) as of such dates in all respects (i) evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of the Company and its Subsidiaries as secured Loans, secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected; and (iii) the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. Except as set forth on Company Disclosure Schedule 3.4, the allowances for possible loan losses shown on the Financial Statements of the Company and the Financial Regulatory Reports of the Company as of September 30, 2023 were, and the allowance for credit losses and allowance for possible loan losses to be shown on the Financial Statements of the Company and the Financial Regulatory Reports of the Company as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of the Company and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
Loan Portfolio; Reserves. Except as set forth in Schedule ------------------------- 3.4, (i) all evidences of indebtedness in original principal amount in excess of $100,000 reflected as assets in the Financial Statements of FloridaFirst as of and for the year ended September 30, 2003 and the Financial Regulatory Reports of FF-Bank as of and for the quarter ended September 30, 2003 were as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity; and (ii) the allowances for possible loan losses shown on the Financial Statements of FloridaFirst as of and for the year ended September 30, 2003 and the Financial Regulatory Reports of FF-Bank as of and for the quarter ended September 30, 2003 were, and the allowance for possible loan losses to be shown on the Financial Statements of FloridaFirst and the Financial Regulatory Reports of FF-Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate under and established in accordance with the requirements of generally accepted accounting principles and applicable regulatory accounting principles.
Loan Portfolio; Reserves. All evidences of indebtedness reflected as assets in the Financial Statements of Xxxx were (or will be, as the case may be) as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws or by general principles of equity. Except as set forth on Xxxx Disclosure Schedule 3.4, the allowances for possible loan losses shown on the Financial Statements of Xxxx and the Financial Regulatory Reports of Xxxx as of June 30, 2022 were, and the allowance for possible loan losses to be shown on the Financial Statements of Xxxx and the Financial Regulatory Reports of Xxxx as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Xxxx and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
