Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the Parent Reports, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion of the Parent’s management, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (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. (b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules. (d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 2 contracts
Samples: Merger Agreement (State Bank Financial Corp), Merger Agreement (Cadence Bancorporation)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsTarget Disclosure Schedule sets forth, and as of each quarter ended after December 31February 28, 2017 was, in the reasonable opinion of the Parent’s management, 2011 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesTarget or its Subsidiaries (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Target as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Target or any of its Subsidiaries that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Target or its Subsidiaries, and all such Loans purchased by Target or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and Target or its Subsidiaries have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would not reasonably be expected, either individually or disclosed in the aggregateTarget SEC Reports, since December 31, 2010, none of the bank Target Subsidiaries has incurred any unusual or extraordinary loan losses that are material to have a Material Adverse Effect on Parent, each outstanding Loan of Parent Target and its Subsidiaries (including Loans held on a consolidated basis; to Target’s knowledge and in light of each of the Target Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the financial statements included in the Target SEC Reports were, on the respective filing dates, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such filing date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 2 contracts
Samples: Merger Agreement (Park Sterling Corp), Merger Agreement (Community Capital Corp /Sc/)
Loan Portfolio. (ai) The allowance for loan and lease losses as reflected in Section 5.03(bb) of the Parent ReportsJCB Disclosure Schedule sets forth, and as of each quarter ended after December March 31, 2017 was2024, in the reasonable opinion of the Parent’s managementwith respect to JCB, (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesit (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by it as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of it that is classified as “Other Real Estate Owned” and the book value thereof.
(bii) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on ParentTo JCB’s knowledge, each Loan of Parent and its Subsidiaries JCB (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to it and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptions.
obligor). All Loans originated by JCB, and all such Loans purchased by JCB, were made or purchased in accordance with JCB's standard lending policies and procedures. All such Loans (cand any related guarantees) Except as would not reasonably be expectedand payments due thereunder are, either individually or in and on the aggregateclosing of the Merger will be, to have a Material Adverse Effect free and clear of any Lien (other than Liens on Parent, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale by the Federal Home Loan Bank of Atlanta to investors) was solicited and originatedsecure borrowings by JCB), and is and JCB has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, complied in all material respects in accordance with respects, and on the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, closing of the applicable investors) and Merger will have complied in all material respects, with all applicable federal, state laws and local laws, regulations and rules.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer such Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skyline Bankshares, Inc.), Merger Agreement (Skyline Bankshares, Inc.)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsYadkin Disclosure Schedule sets forth, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion of the Parent’s management, 2013 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesYadkin or its Subsidiaries (collectively, net of recoveries related to loans previously charged off as of those dates“Yadkin Loans”), other than “nonaccrual” Yadkin Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Yadkin Loans, and (iii) in conformance a summary of all Yadkin Loans designated as of such date by Yadkin as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Yadkin Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Yadkin Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Yadkin Loans and (iv) each asset of Yadkin or any of its Subsidiaries that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Yadkin Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Yadkin Loans originated by Yadkin or its Subsidiaries, and all such Yadkin Loans purchased by Yadkin or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Yadkin Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and Yadkin or its Subsidiaries have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Yadkin Loans.
(c) Except as would not reasonably be expectedSince September 30, either individually 2013, none of the Yadkin Subsidiaries has incurred any unusual or in the aggregate, extraordinary loan losses that are material to have a Material Adverse Effect on Parent, each outstanding Loan of Parent Yadkin and its Subsidiaries (including Loans held on a consolidated basis; to Yadkin’s knowledge and in light of each of the Yadkin Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the Yadkin SEC Reports were, on the respective dates thereof, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 2 contracts
Samples: Merger Agreement (Vantagesouth Bancshares, Inc.), Merger Agreement (YADKIN FINANCIAL Corp)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the Parent Reports, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion Section 3.27 of the Parent’s management, Sky Disclosure Schedule sets forth (i) adequate to meet all reasonably anticipated loan and lease lossesthe aggregate outstanding principal amount, net of recoveries related to loans previously charged off as of those datesNovember 30, 2006, of all loan agreements, notes or borrowing arrangements (including leases and credit enhancements) payable to Sky or its Subsidiaries (collectively, “Loans”), other than “non-accrual” Loans, and (ii) consistent the aggregate outstanding principal amount, as of November 30, 2006, of all “non-accrual” Loans. As of November 30, 2006, Sky and its Subsidiaries, taken as a whole, did not have outstanding Loans and assets classified as “Other Real Estate Owned” with GAAP and reasonable and sound banking practicesan aggregate then outstanding, and (iii) fully committed principal amount in conformance with recommendations and comments in reports excess of examination in all material respectsthat amount set forth on Section 3.27 of the Sky Disclosure Schedule.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Loan of Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, interests which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Sky or its Subsidiaries, and all such Loans purchased, administered or serviced by Sky or its Subsidiaries, were made or purchased and/or are administered or serviced, as applicable, in accordance with customary lending standards of Sky or its Subsidiaries, as applicable. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsEffective Date will be, free and clear of any Lien, and Sky or its Subsidiaries has complied in all material respects, and on the Effective Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would not reasonably be expected, either individually None of the agreements pursuant to which Sky or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan any of Parent and its Subsidiaries (including has sold Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case pools of Loans held for resale or participations in Loans or pools of Loans contains any obligation to investors, repurchase such Loans or interests therein solely on account of a payment default by the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesobligor on any such Loan.
(d) There are no outstanding Each of Sky and each Sky Subsidiary, as applicable, is approved by and is in good standing as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans made by Parent (each such entity being referred to herein as an “Agency” and, collectively, the “Agencies”).
(e) None of Sky or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 2004 subject to any fine, suspension, settlement or other contract agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, from any Governmental Entity Agency or Regulatory Agency any federal or state agency relating to the origination, sale or servicing of mortgage or consumer Loans. Neither Sky nor any of its Subsidiaries has received any notice that any Agency proposes to limit or terminate the underwriting authority of Sky or any of its Subsidiaries or to increase the guarantee fees payable to any such Agency.
(f) Each of Sky and its Subsidiaries is in compliance in all material respects with all applicable federal, state and (ii) aware local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all Agency and other investor and mortgage insurance company requirements relating to the origination, sale and servicing of any actual or threatened claim, proceeding or investigation with respect thereto by any personmortgage and consumer Loans.
Appears in 2 contracts
Samples: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Sky Financial Group Inc)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the Parent Reports, and as of each quarter ended after December 31, 2017 2018 was, in the reasonable opinion of the Parent’s management, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (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.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 20152017, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 2 contracts
Samples: Merger Agreement (FB Financial Corp), Merger Agreement (Franklin Financial Network Inc.)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 4.16(a) of the Parent ReportsVantage Disclosure Schedule sets forth, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion of the Parent’s management, 2013 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesVantage or its Subsidiaries (collectively, net of recoveries related to loans previously charged off as of those dates“Vantage Loans”), other than “nonaccrual” Vantage Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Vantage Loans, and (iii) in conformance a summary of all Vantage Loans designated as of such date by Vantage as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Vantage Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Vantage Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Vantage Loans and (iv) each asset of Vantage or any of its Subsidiaries that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Vantage Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Vantage Loans originated by Vantage or its Subsidiaries, and all such Vantage Loans purchased by Vantage or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Vantage Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and Vantage or its Subsidiaries have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Vantage Loans.
(c) Except as would not reasonably be expectedSince September 30, either individually 2013, none of the Vantage Subsidiaries has incurred any unusual or in the aggregate, extraordinary loan losses that are material to have a Material Adverse Effect on Parent, each outstanding Loan of Parent Vantage and its Subsidiaries (including Loans held on a consolidated basis; to Vantage’s knowledge and in light of each of the Vantage Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the Vantage SEC Reports were, on the respective dates thereof, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 2 contracts
Samples: Merger Agreement (Vantagesouth Bancshares, Inc.), Merger Agreement (YADKIN FINANCIAL Corp)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the Parent Reports, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion of the Parent’s management, (i) adequate to meet all reasonably anticipated loan and lease lossesSection 6.03(gg) of the Disclosure Schedule sets forth, net of recoveries related to loans previously charged off as of those datesSeptember 30, 2014 (i) the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to Valley Financial or Valley Bank (collectively, “Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Valley Financial as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Valley Financial or Valley Bank that is classified as “Other Real Estate Owned” and the book value thereof.
(bii) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on ParentTo Valley Financial’s knowledge, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally subject to general principles of equity, and subject to technical flaws undiscovered by Valley Financial, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptionsobligor). All Loans originated by Valley Financial or Valley Bank, and all such Loans purchased by Valley Financial or Valley Bank, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the closing of the Merger will be, free and clear of any Lien, and Valley Financial and Valley Bank have complied in all material respects, and on the closing of the Merger will have complied in all material respects, with all laws and regulations relating to such Loans.
(ciii) Except as would Since December 31, 2013, Valley Bank has not reasonably be expectedincurred any unusual or extraordinary loan losses that are material to Valley Financial and Valley Bank on a consolidated basis; to Valley Financial’s knowledge and in light of each of the Valley Bank’s historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, either individually or the reserves for loan losses shown on the Valley Financial’s Financial Statements were, on the respective dates thereof, adequate in all respects under the aggregaterequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to have a Material Adverse Effect on Parent, each outstanding Loan provide for probable loan losses as of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedsuch date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesregulatory agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
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Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsTarget Disclosure Schedule sets forth, and as of each quarter ended after December 31June 30, 2017 was, in the reasonable opinion of the Parent’s management, 2015 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesTarget or its Subsidiaries (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Target as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Target or any of its Subsidiaries that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Target or its Subsidiaries, and all such Loans purchased by Target or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and at the Enforceability ExceptionsEffective Time will be, free and clear of any Lien, except to the extent such loans are pledged in the ordinary course of business to secure obligations of Target or its Subsidiaries, and Target or its Subsidiaries have complied in all material respects, and at the Effective Time will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would not reasonably be expected, either individually or disclosed in the aggregateTarget SEC Reports, since December 31, 2014, none of Target’s bank Subsidiaries has incurred any unusual or extraordinary loan losses that are material to have a Material Adverse Effect on Parent, each outstanding Loan of Parent Target and its Subsidiaries (including Loans held on a consolidated basis; to Target’s knowledge and in light of each of the Target Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the financial statements included in the Target SEC Reports were, on the respective filing dates, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such filing date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
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Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsNorth Fork Disclosure Schedule sets forth (i) the aggregate outstanding principal amount, and as of each quarter ended after December 31, 2017 was2005, of all written or oral loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to North Fork or its Subsidiaries (collectively, “Loans”), other than “non-accrual” Loans, and (ii) the aggregate outstanding principal amount, as of December 31, 2005, of all “non-accrual” Loans. As of December 31, 2005, North Fork and its Subsidiaries, taken as a whole, did not have outstanding Loans and assets classified as “Other Real Estate Owned” with an aggregate then outstanding, fully committed principal amount in the reasonable opinion excess of that amount set forth on Section 3.16(a) of the Parent’s management, (i) adequate to meet all reasonably anticipated loan and lease lossesNorth Fork Disclosure Schedule, net of recoveries related specific reserves with respect to loans previously charged off such Loans and assets, that were designated as of those datessuch date by North Fork as North Fork Criticized Assets. Section 3.16(a) of the North Fork Disclosure Schedule sets forth (A) a summary of North Fork Criticized Assets as of December 31, 2005, by category of Loan (ii) consistent e.g., commercial, consumer, etc.), together with GAAP the aggregate principal amount of such Loans by category and reasonable the amount of specific reserves with respect to each such category of Loan and sound banking practices, the amount of reserves with respect to each such category of Loans and (iiiB) in conformance with recommendations each asset of North Fork or any of its Subsidiaries that, as of December 31, 2005, is classified as “Other Real Estate Owned” and comments in reports of examination in all material respectsthe book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Loan of Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, interests which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to the Enforceability Exceptions.
(c) Except as would not reasonably be expectedgeneral principles of equity). All Loans originated by North Fork or its Subsidiaries, either individually and all such Loans purchased, administered or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent and serviced by North Fork or its Subsidiaries (including Loans held for resale to investors) was solicited ), were made or purchased and originatedare administered or serviced, and is and has been administered and, where as applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting customary lending standards of Parent North Fork or its Subsidiaries, as applicable (and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting lending standards, if any, of the applicable such investors) and in accordance with all applicable federal, state and local laws, regulations and rules. All such Loans (and any related guarantees) and payments due thereunder are, and on the Closing Date will be, free and clear of any Lien, and North Fork or its Subsidiaries has complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) None of the agreements pursuant to which North Fork 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.
(d) There are no outstanding Each of North Fork and each North Fork Subsidiary, as applicable, is approved by and is in good standing (i) as a supervised mortgagee by the Department of Housing and Urban Development to originate and service Title I FHA mortgage loans; (ii) as a GNMA I and II Issuer by the Government National Mortgage Association; (iii) by the Department of Veteran’s Affairs to originate and service VA loans; and (iv) as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans made by Parent (each such entity being referred to herein as an “Agency” and, collectively, the “Agencies”).
(e) None of North Fork or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1December 31, 2015, 2003 subject to any fine, suspension, settlement or other contract agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, from any Governmental Entity Agency or Regulatory Agency any federal or state agency relating to the origination, sale or servicing of mortgage or consumer Loans. Neither North Fork nor any of its Subsidiaries has received any notice, nor does it have any reason to believe, that any Agency proposes to limit or terminate the underwriting authority of North Fork or any of its Subsidiaries or to increase the guarantee fees payable to any such Agency.
(f) Each of North Fork and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all Agency and other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer Loans.
(g) To the knowledge of North Fork, each Loan included in a pool of Loans originated, acquired or serviced by North Fork or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable laws, rules and regulations, except where the time for certification or recertification has not yet expired. To the knowledge of North Fork, no Pools have been improperly certified, and (ii) aware no Loan has been bought out of any actual or threatened claim, proceeding or investigation with respect thereto by any persona Pool without all required approvals of the applicable investors.
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Loan Portfolio. (a) The allowance for loan and lease losses as reflected All loans shown in the Parent ReportsAlliance Financial Statements at September 30, 2004, or which were entered into after September 30, 2004, but before the Closing Date, were and as will be made in all material respects for good, valuable and adequate consideration in the ordinary course of each quarter ended after December 31, 2017 wasthe business of Alliance Bank, in the reasonable opinion of the Parent’s management, (i) adequate to meet accordance in all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (ii) consistent material respects with GAAP and reasonable and sound banking practices, and are not subject to any material defenses, set offs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such loans and all forms of pledges, mortgages and other collateral documents and security agreements are, and will be, enforceable, valid, true and genuine and what they purport to be. Alliance and Alliance Bank have complied, and will prior to the Closing Date comply, with all laws and regulations relating to such loans, Alliance and Alliance Bank have not sold, purchased or entered into any loan participation arrangement except where such participation is on a pro rata basis according to the respective contributions of the participants to such loan amount. Alliance has no knowledge that any condition of property in which Alliance Bank has an interest as collateral to secure a loan violates the Environmental Laws (iiidefined in Section 2.15(a)) in conformance with recommendations and comments in reports or obligates Alliance Bank or the owner or operator of examination in all material respectssuch property to remedy, stabilize, neutralize or otherwise alter the environmental condition of such property.
(b) Except as would not reasonably be expectedset forth in Section 2.12(b) of the Disclosure Schedule, either individually as of September 30, 2004, Alliance Bank had no loan in excess of $10,000 that has been classified by regulatory examiners or management of Alliance Bank as "Substandard," "Doubtful" or "Loss" or in the aggregate, to have a Material Adverse Effect on Parent, each Loan excess of Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness $10,000 that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loans, has been secured identified by valid charges, mortgages, pledges, security interests, restrictions, claims, liens accountants or encumbrances, auditors (internal or external) as applicable, which have been perfected and (iii) is the legal, valid and binding obligation having a significant risk of uncollectability. As of the obligor named thereinAGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 11 date hereof, enforceable the most recent loan watch list of Alliance Bank and a list of all loans in accordance excess of $10,000 that Alliance Bank has determined to be ninety (90) days or more past due with its terms, subject respect to principal or interest payments or has placed on nonaccrual status are set forth in Section 2.12(b) of the Enforceability ExceptionsDisclosure Schedule.
(c) Except as would not reasonably be expectedset forth in Section 2.12(c) of the Disclosure Schedule, either individually or in the aggregatereserves, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent the allowance for possible loan and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, lease losses and the relevant Loan files carrying value for real estate owned which are being maintained, in all material respects in accordance with shown on the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (andAlliance Financial Statements are, in the case opinion of Loans held management of Alliance, adequate in all respects under the requirements of GAAP applied on a consistent basis to provide for resale to investorspossible losses on items for which reserves were made, the underwriting standards, if any, on loans and leases outstanding and real estate owned as of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesrespective dates.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined Set forth in Regulation O promulgated by the Federal Reserve BoardSection 2.12(d) of Parent the Disclosure Schedule is a true, accurate and complete list of all loans in which Alliance Bank has any participation interest or its Subsidiaries, other than Loans that are subject to and that were which have been made and continue to be in compliance with Regulation O or that are exempt therefromthrough another financial institution on a recourse basis against Alliance Bank.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
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Loan Portfolio. (a) The In Northern’s reasonable judgment, the allowance for loan and lease losses as reflected in the Parent ReportsNorthern’s audited statement of financial condition at December 31, 2004 was, and as of each quarter ended the allowance for loan losses shown on the balance sheets in Northern’s Reports for periods ending after December 31, 2017 was2004 have been and will be, in the reasonable opinion of the Parent’s management, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (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.
, as of the dates thereof, under GAAP, and no Regulatory Agencies have required or requested Northern to increase the allowance for loan losses for such periods. Northern’s allowance for loan losses is, and shall be as of the Effective Time (bincluding any modification as required by Section 6.9 hereof), in compliance with standards established by applicable Governmental Entities and the Financial Accounting Standards Board and is and shall be adequate under all such standards. As of September 30, 2005, except as set forth in Schedule 3.28 of the Northern Disclosure Schedules, neither Northern nor its Subsidiaries is a party to any written or oral (i) Except loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”), under the terms of which the obligor is, as would not reasonably be expectedof the date of this Agreement, either individually over 90 days delinquent in payment of principal or interest or in default of any other provision, or (ii) Loans with any director, executive officer or 10% stockholder of Northern, or to Northern’s knowledge, any person, corporation or enterprise controlling, controlled by or under common control with any of the aggregate, to have a Material Adverse Effect on Parent, each Loan foregoing. Schedule 3.28 of Parent and the Northern Disclosure Schedules sets forth (i) all of the Loans of Northern or any of its Subsidiaries that as of the date of this Agreement are classified by any bank examiner (whether regulatory or internal) as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” “OREO” acquired by foreclosure or deed in lieu thereof, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the Loan by number; and (ii) by category of Loan (i.e., commercial, consumer, etc.), all of the other Loans of Northern or any of its Subsidiaries that as of the date of this Agreement are classified as such, together with the aggregate principal amount of and accrued and unpaid interest on such Loans by category. Northern shall promptly inform First Place in writing of any Loan that becomes classified in the manner described in the previous sentence, or any Loan the classification of which is changed, at any time after September 30, 2005. Each Loan reflected as an asset in the Northern Reports (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to becorrect in all material respects, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, interests which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, in each case other than loans as to which the Enforceability Exceptions.
(c) Except as failure to satisfy the foregoing standards would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesNorthern.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
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Loan Portfolio. (ai) The allowance for loan and lease losses as reflected in Section 5.03(bb) of the Parent ReportsGSB Disclosure Schedule sets forth, and as of each quarter ended after December 31February 20, 2017 was2018, in the reasonable opinion with respect to GSB or any of the Parent’s managementits Subsidiaries, (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesit (collectively, net of recoveries related to loans previously charged off as of those dates"Loans"), other than "nonaccrual" Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all "nonaccrual" Loans, and (iii) in conformance a summary of all Loans designated as of such date by it as "Special Mention", "Substandard", "Doubtful", "Loss" or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of it that is classified as "Other Real Estate Owned" and the book value thereof.
(bii) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on ParentTo GSB's knowledge, each Loan of Parent and GSB or any of its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to it and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptions.
obligor). All Loans originated by GSB, and all such Loans purchased by GSB, were made or purchased in accordance with GSB's standard lending policies and procedures. All such Loans (cand any related guarantees) Except as would not reasonably be expectedand payments due thereunder are, either individually or in and on the aggregateclosing of the Merger will be, to have a Material Adverse Effect free and clear of any Lien (other than Liens on Parent, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale by the Federal Home Loan Bank of Atlanta to investors) was solicited and originatedsecure borrowings by GSB), and is and GSB has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, complied in all material respects in accordance with respects, and on the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, closing of the applicable investors) and Merger will have complied in all material respects, with all applicable federal, state laws and local laws, regulations and rules.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer such Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsSeller Disclosure Schedule sets forth, and as of each quarter ended after December 31September 30, 2017 was, in the reasonable opinion of the Parent’s management, 2013 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesSeller (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Seller as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Seller that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in To the aggregate, to have a Material Adverse Effect on Parentknowledge of Seller, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement, liquidation, subrogation or similar laws affecting the rights of creditors generally subject to general principles of equity, and subject to technical flaws undiscovered by Seller, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptionsobligor). All Loans originated by Seller, and all such Loans purchased by Seller, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Closing Date will be, free and clear of any Lien, and Seller has complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would Since December 31, 2012, Seller has not reasonably be expectedincurred any unusual or extraordinary loan losses that are material to Seller to the knowledge of Seller and in light of its historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, either individually or the reserves for loan losses shown on the Seller Financial Statements were, on the respective dates thereof, adequate in all respects under the aggregaterequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to have a Material Adverse Effect on Parent, each outstanding Loan provide for probable loan losses as of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedsuch date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Samples: Merger Agreement (Newbridge Bancorp)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsTarget Disclosure Schedule sets forth, and as of each quarter ended after December March 31, 2017 was, in the reasonable opinion of the Parent’s management, 2012 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesTarget or its Subsidiaries (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Target as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Target or any of its Subsidiaries that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Target or its Subsidiaries, and all such Loans purchased by Target or its Subsidiaries, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and at the Enforceability ExceptionsEffective Time will be, free and clear of any Lien, except to the extent such loans are pledged in the ordinary course of business to secure obligations of Target or its Subsidiaries, and Target or its Subsidiaries have complied in all material respects, and at the Effective Time will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would not reasonably be expected, either individually or disclosed in the aggregateTarget SEC Reports, since December 31, 2011, none of Target’s bank Subsidiaries has incurred any unusual or extraordinary loan losses that are material to have a Material Adverse Effect on Parent, each outstanding Loan of Parent Target and its Subsidiaries (including Loans held on a consolidated basis; to Target’s knowledge and in light of each of the Target Subsidiaries’ historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, the reserves for resale loan losses shown on the financial statements included in the Target SEC Reports were, on the respective filing dates, adequate in all respects under the requirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to investors) was solicited and originatedprovide for probable loan losses as of such filing date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the Parent Reports, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion of the Parent’s management, (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of those dates, (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.
(b) Except as would not reasonably be expectedexpected to be, either individually or in the aggregate, material to have a Material Adverse Effect on ParentSeller, each Loan loan reflected as an asset in the Seller Financial Statements as of Parent and its Subsidiaries December 31, 2010 or acquired or originated by Seller subsequent thereto (collectively, “Loans”) (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, Liens and security interests, restrictions, claims, liens or encumbrances, as applicable, interests which have been perfected perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except as would not reasonably be expectedexpected to be, either individually or in the aggregate, material to have a Material Adverse Effect on ParentSeller, the notes or other credit or security documents with respect each such outstanding Loan were in compliance in all material respects with all material Applicable Laws at the time of Parent and its Subsidiaries origination or purchase by Seller.
(including Loans held for resale to investorsb) Each outstanding Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the Seller’s written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all requirements of Applicable Law, with only such exceptions as would not reasonably be expected to be, individually or in the aggregate, material to Seller.
(c) Except as would not reasonably be expected to be, individually or in the aggregate, material to Seller, Section 4.8(c) of the Seller Disclosure Schedule sets forth a listing, as of September 30, 2011, by account, of: (A) all Loans (including loan participations) of Seller that have been accelerated during the past twelve months, (B) all loan commitments or lines of credit of Seller that have been terminated by Seller 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 Seller during the past twelve months of, or has asserted against Seller, in each case in writing, any “lender liability” or similar claim, and, to the Knowledge of Seller, each borrower, customer or other party that has given Seller any oral notification of, or orally asserted to or against Seller, any such claim, (D) all Loans (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 by Seller or any applicable federalregulatory authority as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, state together with the principal amount of and local lawsaccrued and unpaid interest on each such Loan and the identity of the obligor thereunder, regulations (4) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms or (5) where a specific reserve allocation exists in connection therewith and rules(E) all assets classified by Seller 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.
(d) There are no outstanding Seller has previously delivered to Purchaser a schedule setting forth a list of all Loans made as of September 30, 2011 by Parent or any of its Subsidiaries Seller to any “directors, executive officer” or other “insider” officers and principal stockholders (as each such term is terms are defined in Regulation O promulgated by the Federal Reserve BoardSystem (12 C.F.R. Part 215)) of Parent Seller. Except as listed in Section 4.8(d) of the Seller Disclosure Schedule, (i) there are no employee, officer, director or its Subsidiaries, other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan was made; and (ii) all such Loans that are subject to and that were made and continue to be in compliance with Regulation O all Applicable Laws, except for such exceptions as would not reasonably be expected to have, individually or that are exempt therefromin the aggregate, a Material Adverse Effect on Seller.
(e) Neither Parent nor None of the agreements pursuant to which Seller 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 its Subsidiaries is a payment default by the obligor on any such loan.
(if) now nor Seller has it ever been since January 1not originated or serviced, 2015and does not currently hold, subject directly or indirectly, any loans that would be commonly referred to any fineas “subprime”, suspension“Alt-A” or “negative amortization” loans due to characteristics such as borrower bankruptcy, settlement delinquencies, foreclosures, judgments, charge-offs or other contract or other administrative agreement or sanction byhigh debt-to-income ratios and high risk of default as evidenced by low credit scores, or home equity loans or lines of credit with a loan to value ratio at origination of over 90% (collectively, the “High Risk Loans”).
(g) Seller does not own any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer investment securities that are secured by High Risk Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.15(a) of the Parent ReportsSeller Disclosure Schedule sets forth, and as of each quarter ended after December March 31, 2017 was, in the reasonable opinion of the Parent’s management, 2014 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesSeller or Seller Bank (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Seller as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Seller or Seller Bank that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on ParentTo Seller’s knowledge, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally subject to general principles of equity, and subject to technical flaws undiscovered by Seller, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptionsobligor). All Loans originated by Seller or Seller Bank, and all such Loans purchased by Seller or Seller Bank, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Closing Date will be, free and clear of any Lien, and Seller and Seller Bank have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would Since December 31, 2013, Seller Bank has not reasonably be expectedincurred any unusual or extraordinary loan losses that are material to Seller and Seller Bank on a consolidated basis; to Seller’s knowledge and in light of each of the Seller Bank’s historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, either individually or the reserves for loan losses shown on the Seller Financial Statements were, on the respective dates thereof, adequate in all respects under the aggregaterequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to have a Material Adverse Effect on Parent, each outstanding Loan provide for probable loan losses as of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedsuch date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Samples: Merger Agreement (BNC Bancorp)
Loan Portfolio. (a) The allowance for loan and lease losses Bay Banks Disclosure Schedule or Virginia BanCorp Disclosure Schedule, as reflected in the Parent Reportsapplicable, and sets forth, as of each quarter ended after December 31June 30, 2017 was2016, in the reasonable opinion of the Parent’s management, with respect to its bank Subsidiary (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesit (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by it as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respects.
specific reserves with respect to each such category of Loans and (biv) Except each asset of it that is classified as would not reasonably be expected, either individually or in “Other Real Estate Owned” and the aggregate, to have a Material Adverse Effect on Parentbook value thereof. To its knowledge, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to it and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally subject to general principles of equity, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptions.
(c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent and its Subsidiaries (including obligor). All Loans held for resale to investors) was solicited and originatedoriginated by it, and is all such Loans purchased by it, were made or purchased in accordance with customary lending standards. All such Loans (and has been administered and, where applicable, servicedany related guarantees) and payments due thereunder are, and on the relevant Loan files are being maintainedclosing of the Merger will be, free and clear of any Lien, and it has complied in all material respects in accordance with respects, and on the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, closing of the applicable investors) and Merger will have complied in all material respects, with all applicable federal, state laws and local laws, regulations and rules.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer such Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.15(a) of the Parent ReportsSeller Disclosure Schedule sets forth, and as of each quarter ended after December 31September 30, 2017 was, in the reasonable opinion of the Parent’s management, 2013 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesSeller or Seller Bank (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Seller as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Seller or Seller Bank that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on ParentTo Seller’s knowledge, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally subject to general principles of equity, and subject to technical flaws undiscovered by Seller, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptionsobligor). All Loans originated by Seller or Seller Bank, and all such Loans purchased by Seller or Seller Bank, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Closing Date will be, free and clear of any Lien, and Seller and Seller Bank have complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would Since September 30, 2013, Seller Bank has not reasonably be expectedincurred any unusual or extraordinary loan losses that are material to Seller and Seller Bank on a consolidated basis; to Seller’s knowledge and in light of each of the Seller Bank’s historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, either individually or the reserves for loan losses shown on the Seller Financial Statements were, on the respective dates thereof, adequate in all respects under the aggregaterequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to have a Material Adverse Effect on Parent, each outstanding Loan provide for probable loan losses as of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedsuch date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Samples: Merger Agreement (BNC Bancorp)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsSeller Disclosure Schedule sets forth, and as of each quarter ended after December May 31, 2017 was, in the reasonable opinion of the Parent’s management, 2012 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesSeller (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Seller as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Seller that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on ParentTo Seller’s knowledge, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Seller, and all such Loans purchased by Seller, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and Seller has complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would Since December 31, 2011, Seller has not reasonably be expectedincurred any unusual or extraordinary loan losses that are material to Seller; to Seller’s knowledge and in light of Seller’s historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, either individually or the reserves for loan losses shown on the Seller Financial Statements were, on the respective dates thereof, adequate in all respects under the aggregaterequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to have a Material Adverse Effect on Parent, each outstanding Loan provide for probable loan losses as of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedsuch date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Samples: Merger Agreement (BNC Bancorp)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsCB Disclosure Schedule sets forth, and as of each quarter ended after December 31June 30, 2017 was, in the reasonable opinion of the Parent’s management, (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest- bearing assets) (collectively, “Loans”) payable to meet all reasonably anticipated loan and lease lossesCornerstone Bank, net of recoveries related to loans previously charged off as of those datesother than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Cornerstone Bank as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Cornerstone Bank that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in To the aggregate, to have a Material Adverse Effect on Parentknowledge of Cornerstone Bank, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Holdco and to Providence Bank and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement, liquidation, subrogation or similar laws affecting the rights of creditors generally subject to general principles of equity). All Loans originated by Cornerstone Bank, and all such Loans purchased by Cornerstone Bank, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Enforceability ExceptionsClosing Date will be, free and clear of any Lien, and Cornerstone Bank has complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would Since December 31, 2016, Cornerstone Bank has not reasonably be expected, either individually incurred any unusual or extraordinary loan losses that are material to Cornerstone Bank and in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan light of Parent its historical loan loss experience and its Subsidiaries (including Loans held management’s analysis of the quality and performance of its loan portfolio, the reserves for resale to investors) was solicited loan losses shown on the CB Financial Statements and originatedthe CB Management Report were, and is and has been administered on the respective dates thereof, adequate in all respects under and, where applicablewith respect to the CB Financial Statements, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documentsrequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to provide for probable loan losses as of such date, and were in accordance with the safety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Samples: Agreement and Plan of Combination and Reorganization
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Set forth on SCHEDULE 4.26 is a list (the Parent Reports, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion of the Parent’s management, "Bank Loan List") that (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off sets forth as of those datesMay 31, 2001, a description of, by type and classification, if any, each loan, lease, other extension of credit or commitment to extend credit by Bank; (ii) consistent with GAAP sets forth as of May 31, 2001, by type and reasonable classification, all loans, leases, other extensions and sound banking practicescommitments to extend credit (collectively, "Loans") of Bank that have been classified by Bank, its bank examiners or auditors (external or internal) as "Watch List," "Substandard," "Doubtful," "Loss" or any comparable classification; and (iii) in conformance with recommendations and comments in reports all Loans due to Bank as to which any payment of examination in all material respectsprincipal, interest or any other amount is 30 days or more past due.
(b) Except as would not reasonably be expectedset forth on SCHEDULE 4.26, either individually or all of the loans having a principal amount in excess of $100,000 reflected as assets on Bank's consolidated balance sheet, were validly and legally made, constitute valid and binding agreements of the aggregate, to have a Material Adverse Effect on Parent, each Loan of Parent and its Subsidiaries borrower enforceable in accordance with their terms ((i) is evidenced by notessubject to bankruptcy, agreements or other evidences insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of indebtedness that are true, genuine and what they purport to becreditors generally, (ii) subject to general principles of equity, and (iii) provided that certain remedies, waivers and other provisions of the extent carried 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 Bank's business and no amount thereof is subject to any defenses which may be asserted against Bank. Bank has not 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 the books and records of Parent and its Subsidiaries as secured Loans, any such loan. Each mortgage securing a loan has been secured and is evidenced by documentation of the types customarily employed by 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 Bank in accordance with such standards and practices, is properly perfected, represents a valid chargesmortgage on properties described therein, mortgagesand is saleable in the ordinary course of Bank's business. Bank owns and holds the entire interest in all mortgages free and clear of all liens, pledgesclaims, equities, options, security interests, restrictionscharges, claimsencumbrances or restrictions of any kind or nature, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named no person has any interest therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(c) Except as would not reasonably be expectedset forth on SCHEDULE 4.26, either individually or all of the Loans presently held by Bank were solicited, originated and exist in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan material compliance with all applicable loan policies and procedures of Parent Bank and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, comply in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, rules and regulations, including, but not limited to, applicable usury statutes, the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, and other applicable consumer protection statutes and the regulations and rulesthereunder.
(d) There are no outstanding Loans made Except as set forth on SCHEDULE 4.26, all loans purchased or originated by Parent Bank and subsequently sold have been sold without recourse to Bank and without any liability under any yield maintenance or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefromsimilar obligation.
(e) Neither Parent nor any of its Subsidiaries Except as set forth on SCHEDULE 4.26, Bank is (i) now nor has it ever been since January 1, 2015, subject not a party to any finewritten or oral loan agreement, suspensionnote or borrowing arrangement (including without limitation, settlement leases, credit enhancements, commitments and interest-bearing assets) under the terms of which the obligor is, as of the date of this Agreement, over 30, 60 or 90 days delinquent in payment of principal or interest or in material default of any other contract provision.
(f) Except as set forth on SCHEDULE 4.26, Bank has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since its incorporation with the FDIC, the DFI and any other federal or other administrative agreement or sanction by, state banking commissions or any reduction in any loan purchase commitment fromother federal or state regulatory authority (collectively, any Governmental Entity or "Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer LoansAgencies"), and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.has paid all fees and assessments due and payable in
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Boston Private Financial Holdings Inc)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Section 3.16(a) of the Parent ReportsSeller Disclosure Schedule sets forth, and as of each quarter ended after December 31September 30, 2017 was, in the reasonable opinion of the Parent’s management, 2014 (i) adequate the aggregate outstanding principal amount of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to meet all reasonably anticipated loan and lease lossesSeller (collectively, net of recoveries related to loans previously charged off as of those dates“Loans”), other than “nonaccrual” Loans, (ii) consistent with GAAP and reasonable and sound banking practicesthe aggregate outstanding principal amount of all “nonaccrual” Loans, and (iii) in conformance a summary of all Loans designated as of such date by Seller as “Special Mention”, “Substandard”, “Doubtful”, “Loss” or words of similar import by category of Loan (e.g., commercial, consumer, etc.), together with recommendations the aggregate principal amount of such Loans by category and comments in reports the amount of examination in all material respectsspecific reserves with respect to each such category of Loans and (iv) each asset of Seller that is classified as “Other Real Estate Owned” and the book value thereof.
(b) Except as would not reasonably be expected, either individually or in To the aggregate, to have a Material Adverse Effect on Parentknowledge of Seller, each Loan of Parent and its Subsidiaries (i) is 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 Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, which interests that have been perfected perfected, (iii) where required by applicable law, has been based on an appraisal that has been provided to Buyer and (iiiiv) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement, liquidation, subrogation or similar laws affecting the rights of creditors generally subject to general principles of equity, and subject to technical flaws, which would in certain circumstances limit or delay enforceability of the Enforceability Exceptionsobligor). All Loans originated by Seller, and all such Loans purchased by Seller, were made or purchased in accordance with customary lending standards. All such Loans (and any related guarantees) and payments due thereunder are, and on the Closing Date will be, free and clear of any Lien, and Seller has complied in all material respects, and on the Closing Date will have complied in all material respects, with all laws and regulations relating to such Loans.
(c) Except as would Since December 31, 2013, Seller has not reasonably be expectedincurred any unusual or extraordinary loan losses that are material to Seller to the knowledge of Seller and in light of its historical loan loss experience and its management’s analysis of the quality and performance of its loan portfolio, either individually or the reserves for loan losses shown on the Seller Financial Statements were, on the respective dates thereof, adequate in all respects under the aggregaterequirements of GAAP and applicable regulatory accounting practices, in each case consistently applied, to have a Material Adverse Effect on Parent, each outstanding Loan provide for probable loan losses as of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originatedsuch date, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects were in accordance with the relevant notes or other credit or security documentssafety and soundness standards administered by, and the practices, procedures, requests and requirements of, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rulesRegulatory Agency.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
Samples: Merger Agreement (Newbridge Bancorp)
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in Part 5.11(a) of the Parent ReportsCompany Disclosure Schedule sets forth, and as of each quarter ended after December 31April 30, 2017 was, in the reasonable opinion of the Parent’s management, 2011:
(i) adequate to meet the aggregate outstanding principal amount of all reasonably anticipated loan and lease lossesLoans, net of recoveries related to loans previously charged off as of those dates, other than (A) Loans described in clause (ii) consistent with GAAP and reasonable and sound banking practicesbelow, and (iiiB) overdrafts made pursuant to an overdraft protection plan or similar extension of credit in conformance connection with recommendations a Deposit account; and
(ii) a true and comments complete list of Loans classified by the Bank as more than thirty (30) days past due, “nonaccrual,” “substandard,” “doubtful,” “loss,” “specially mentioned,” or any comparable classification in reports of examination in all material respectsaccordance with applicable regulatory standards for loan classification established by the OCC.
(b) Except The representations and warranties in this Section 5.11(b) are made only as would not reasonably be expected, either individually or in of the aggregate, to have a Material Adverse Effect on Parent, each Loan of Parent and its Subsidiaries Closing Date:
(i) Each Transferred Loan (A) is evidenced by notes, agreements notes or other evidences of indebtedness that are true, genuine and what they purport to be, ; (iiB) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, interests which have been perfected and are evidenced by documents that are true, genuine and what they purport to be; (iiiC) to the Company’s Knowledge is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Bankruptcy and Equity Exceptions; and (D) to the Company’s Knowledge is free from all material claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, or other defenses by the borrower. To the Company’s Knowledge, no borrower of any Transferred Loan is presently a debtor in a bankruptcy.
(cii) Except as would not reasonably be expectedEach Transferred Loan was made or purchased, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan of Parent and its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered andor serviced, where as applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documentsapplicable Laws, the written underwriting standards of Parent and its Subsidiaries (Bank’s customary lending standards, and, in the case of Loans held for resale to investors, the underwriting lending standards, if any, of such investors.
(iii) All escrow accounts related to the Transferred Loans are being maintained in accordance, in all material respects, with applicable investorsfederal and state laws and in accordance, in all materials respects, with any and all servicing agreements and terms of the Transferred Loans. There is no pending or, to the Company’s Knowledge, threatened, litigation which would reasonably be expected to materially and adversely affect the title or interest of the Company in and to each Transferred Loan, the collateral for such Transferred Loan and the promissory note or the mortgage or deed of trust and related guarantees or the obligations of all obligors under such Transferred Loan and related documents, instruments and agreements. There are no pending or, to the Company’s Knowledge, threatened, foreclosures, total or partial condemnation or repossession proceedings or insurance claims with respect to any Transferred Loan or the collateral for such Transferred Loan.
(c) and with all applicable federalNone of the Contracts pursuant to which the Bank has sold Loans, state and local lawspools of Loans, regulations and rulesparticipations in Loans or participations in 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.
(d) There are no outstanding Loans made by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term The Bank is defined in Regulation O promulgated by the Federal Reserve Board) of Parent or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance in all material respects with Regulation O or that are exempt therefrom.
(e) Neither Parent nor any of its Subsidiaries is (i) now nor has it ever been since January 1, 2015, 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 Regulatory Agency all applicable investor and mortgage insurance company requirements relating to the origination, sale or and servicing of mortgage or and consumer Loans.
(i) Each Loan included in a pool of Loans that was originated, and acquired or serviced by the Bank after the Hartford Acquisition Date and, to the Company’s Knowledge, prior to the Hartford Acquisition Date (a “Pool”) meets all eligibility requirements for inclusion in such Pool; (ii) aware all such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, except where the time for certification or recertification has not yet expired; and (iii) no Pools have been improperly certified, and no Loan has been bought out of any actual or threatened claima Pool without all required approvals of the applicable investors.
(f) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 5.11 ARE THE SOLE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO LOANS. FOR AVOIDANCE OF DOUBT, proceeding or investigation with respect thereto by any personNEITHER THE COMPANY NOR PARENT MAKES ANY REPRESENTATION OR WARRANTY REGARDING THE COLLECTABILITY OF ANY LOAN.
Appears in 1 contract
Loan Portfolio. (a) The allowance for loan and lease losses as reflected in the Parent Reports, and as of each quarter ended after December 31, 2017 was, in the reasonable opinion Section 4.19(a) of the Parent’s management, PNC Disclosure Schedule sets forth (i) adequate to meet all reasonably anticipated loan and lease lossesthe aggregate outstanding principal amount, net of recoveries related to loans previously charged off as of those datesSeptember 30, 2006, of all Loans payable to PNC or its Subsidiaries, other than “non-accrual” Loans, and (ii) consistent the aggregate outstanding principal amount, as of September 30, 2006, of all “non-accrual” Loans. As of September 30, 2006, PNC and its Subsidiaries, taken as a whole, did not have outstanding Loans and assets classified as “Other Real Estate Owned” with GAAP and reasonable and sound banking practicesan aggregate then outstanding, and (iiifully committed principal amount in excess of that amount set forth on Section 4.19(a) in conformance with recommendations and comments in reports of examination in all material respectsthe PNC Disclosure Schedule.
(b) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each Each Loan of Parent and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that which are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Loanssecured, has been secured by valid charges, mortgages, pledges, liens and security interests, restrictions, claims, liens or encumbrances, as applicable, interests which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to the Enforceability Exceptions.
(c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, each outstanding Loan general principles of Parent and its Subsidiaries (including equity). All Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.
(d) There are no outstanding Loans made originated by Parent or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Parent PNC or its Subsidiaries, other than and all such Loans that are subject to and that purchased, administered or serviced by PNC or its Subsidiaries, were made or purchased and continue to be are administered or serviced, as applicable, in compliance accordance with Regulation O customary lending standards of PNC or that are exempt therefrom.
its Subsidiaries, as applicable. All such Loans (eand any related guarantees) Neither Parent nor and payments due thereunder are, and on the Closing Date will be, free and clear of any of Lien, and PNC or its Subsidiaries is (i) now nor has it ever been since January 1complied in all material respects, 2015and on the Closing Date will have complied in all material respects, 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 Regulatory Agency with all laws and regulations relating to the origination, sale or servicing of mortgage or consumer such Loans, and (ii) aware of any actual or threatened claim, proceeding or investigation with respect thereto by any person.
Appears in 1 contract
