Loans, Accounts, Notes and Other Receivables. (a) All Loans, accounts, notes and other receivables reflected as assets on CNB's and Community's books and records (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) in all material respects were made in accordance with their respective standard practices and procedures, and (iii) are owned by them, respectively, free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity.
(b) All records of CNB and Community regarding all outstanding Loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, to the Best Knowledge of CNB, each Loan which CNB's or Community's Loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in CNB's and Community's records of such Loan.
(c) To the Best Knowledge of CNB, each Loan reflected as an asset on CNB's or Community's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such Loan or guaranty.
(d) CNB has Previously Disclosed to MFC a written listing of (i) each Loan or other asset of CNB or Community which, as of June 1, 2002, was classified by the OCC or CNB or Community as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which CNB or Community otherwise has designated as a special asset, a "potential problem Loan," or for special handling, or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each Loan of CNB or Community which, as of June 1, 2002, was past due more than 30 days as to the payment of principal and/or interest, and (iii) each Loan as to which any obligor thereon (including the borrower or any guarantor) was in default (other than as a result of nonpayment of principal or interest), was the subject of a proceeding in bankruptcy, or has indicated any inability or intention not to repay such Loan in accordance with its terms.
Loans, Accounts, Notes and Other Receivables. (a) All loans, accounts, notes and other receivables reflected as assets on the books and records of FNB and its subsidiaries (i) have resulted from bona fide business transactions in the ordinary course of operations of FNB and its subsidiaries, (ii) were made in accordance with the standard loan policies and procedures of FNB and its subsidiaries, and (iii) except as Previously Disclosed, are owned by FNB or a subsidiary free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity.
(b) All of the records of FNB and its subsidiaries regarding all outstanding loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the loan documentation of which indicate are secured by any Loan Collateral, such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in the records of such loan.
(c) To the best knowledge and belief of management of FNB, each loan reflected as an asset on the books of FNB and its subsidiaries and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such loan or guaranty.
Loans, Accounts, Notes and Other Receivables. (a) All loans, accounts, notes and other receivables reflected as assets on AB&T’s or Alliance’s books and records (i) have resulted from bona fide business transactions in the ordinary course of AB&T’s or Alliance’s operations; (ii) in all material respects were made in accordance with Alliance’s customary loan policies and procedures; (iii) in all respects were made in accordance with Regulation O of the FRB; and (iv) are owned by AB&T or Alliance free and clear of all liens, encumbrances, assignments, participation or repurchase agreements, or other exceptions to title or to the ownership or collection rights of any other person or entity (other than Federal Home Loan Bank borrowings or repurchase agreements entered into in the ordinary course of business).
(b) All records of AB&T and Alliance regarding all outstanding loans, accounts, notes, and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to each loan which AB&T’s or Alliance’s loan documentation indicates is secured by any real or personal property or property rights (“Loan Collateral”), such loan is secured by valid, perfected, and enforceable liens on all such Loan Collateral having the priority described in AB&T’s or Alliance’s records of such loan.
(c) Each loan reflected as an asset on AB&T’s or Alliance’s books, and each guarantee therefor, is the legal, valid, and binding obligation of the obligor or guarantor thereon, and no defense, offset, or counterclaim has been asserted with respect to any such loan or guaranty, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(d) AB&T has Previously Disclosed to 1st Financial a listing of (i) each loan, extension of credit, or other asset of AB&T or Alliance which, as of December 31, 2008, was classified by any Regulatory Authority, or by AB&T or Alliance as “Loss”, “Doubtful”, “Substandard”, or “Special Mention” (or otherwise by words of similar import), or which AB&T or Alliance has designated as a special asset or for special handling or placed on any “watch list” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, (ii) each loan or extension of credit of AB&T or Alliance which, as of December 31, 2008, was past due thirty (30) days or more as to the payment of principal and/...
Loans, Accounts, Notes and Other Receivables. (a) All Loans and Sold Loans (i) have resulted from bona fide business transactions in the ordinary course of their respective operations, (ii) were made in all material respects in accordance with their standard practices and procedures and all state and federal laws and regulations applicable thereto (including consumer protection and fair lending laws and regulations) and, in the case of Sold Loans, all requirements of any purchaser, investor, government agency or other person which purchased or guaranteed the Loan, and (iii) in the case of Loans, are owned by them free and clear of all liens, encumbrances, assignments, repurchase agreements or other exceptions to title, or the ownership or collection rights of any other person or entity, except for liens granted to the Federal Home Loan Bank of Atlanta to secure advances to Mountain 1st in the ordinary course of its business.
(b) All records of the 1st Financial Companies regarding all outstanding Loans and Sold Loans, all 1st Financial Real Property acquired through foreclosure or a deed in lieu of foreclosure, and collateral for Loans and Sold Loans, are accurate in all material respects, and each Loan which their Loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral") is secured by valid, perfected and enforceable liens, assignments or other security interests on all such Loan Collateral to the extent indicated and having the priority described in their records of such Loan.
(c) Each Loan and Sold Loan, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon (subject to the application of general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws), and no defense, offset or counterclaim has been asserted with respect to any such Loan or guaranty; provided, however, that the foregoing representations and warranties in this Paragraph 3.18(c) relating to Sold Loans and guarantees therefor are limited as to the Knowledge of 1st Financial.
(d) with respect to Loans as of June 30, 2013, 1st Financial has Previously Disclosed to FCB written listings reflecting:
(i) each Loan which was carried in a nonaccrual status or classified by any Regulatory Authority, or by 1st Financial or Mountain 1st itself, as "Loss," "Doubtful," "Substandard" or "Special Mention" (or otherwise by words of similar import), or which they otherwise have designated as a sp...
Loans, Accounts, Notes and Other Receivables. (a) All loans, accounts, notes and other receivables reflected as assets on the Company's books and records (i) have resulted from bona fide business transactions in the ordinary course of the Company's operations, (ii) in all material respects were made in accordance with the Company's standard loan policies and procedures, and (iii) except as disclosed on Schedule 5.9, are owned by the Company free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to the title or to the ownership or collection rights of any other person or entity.
(b) All records of the Company regarding all outstanding loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to each loan which the Company's loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral"), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in the Company's records of such loan (except as such enforceability may be limited by applicable bankruptcy, insolvency or other laws of general applicability affecting creditors' rights and by general principles of equity that may limit the specific performance of particular provisions). For purposes of making the representation in this Section 5.9(b) regarding loans secured by real property, the determination as to rights in and to any such real property may be made based solely on title insurance policies issued with respect to such property, which policies are in full force and effect, valid and enforceable in accordance with their terms (except as such enforceability may be limited by applicable bankruptcy, insolvency or other laws of general applicability affecting creditors' rights and by general principles of equity that may limit the specific performance of particular provisions) and underwritten by an insurer qualified to transact business in North Carolina.
(c) To the knowledge of the Sellers and the Company, each loan reflected as an asset on the Company's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon. No defense, offset or counterclaim has been asserted with respect to any such loan guaranty.
(d) Neither the Company nor any Seller has reason to believe that any of the Company's loans and other extensions of credit is not collectible in t...
Loans, Accounts, Notes and Other Receivables. Except to the extent -------------------------------------------- as would not have a Material Adverse Effect on Carolina and its subsidiaries, (a) All loans, accounts, notes and other receivables reflected as assets on the books and records of Carolina and its subsidiaries (i) have resulted from bona fide business transactions in the ordinary course of operations of Carolina and its subsidiaries, (ii) were made in accordance with the standard loan policies and procedures of Carolina and its subsidiaries, and (iii) are owned by Carolina or a subsidiary free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity.
Loans, Accounts, Notes and Other Receivables. (i) All loans, accounts, notes and other receivables reflected as assets on Village Financial’s or Village Bank’s books and records (i) have resulted from bona fide business transactions in the ordinary course of Village Financial’s or Village Bank’s operations; (ii) in all material respects were made in accordance with Village Financial’s or Village Bank’s customary loan policies and procedures; and (iii) are owned by Village Financial or Village Bank free and clear of all Liens and the ownership or collection rights of any other Person (other than Federal Home Loan Bank borrowings or repurchase agreements entered into in the ordinary course of business).
(ii) All records of Village Financial and Village Bank regarding all outstanding loans, accounts, notes, and other receivables, and all other real estate owned, are accurate in all material respects. With respect to each loan which Village Bank’s loan documentation indicates is secured by Loan Collateral, such loan is secured by valid, perfected, and enforceable Liens on all such Loan Collateral having the priority described in Village Bank’s records of such loan.
(iii) Each loan reflected as an asset on Village Financial’s or Village Bank’s books, and each guaranty therefor, is the legal, valid, and binding obligation of the obligor or guarantor thereon, and no defense, offset, or counterclaim has been asserted with respect to any such loan or guaranty.
(iv) Village Financial has Previously Disclosed to River City Bank a listing of (x) each loan, extension of credit, or other asset of Village Bank which, as of January 31, 2008, was classified by Village Bank as “Loss”, “Doubtful”, “Substandard”, or “Special Mention” (or otherwise by words of similar import), or which Village Bank has designated as a special asset or for special handling or placed on any “watch list” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (y) each loan or extension of credit of Village Bank which, as of January 31, 2008, was past due thirty (30) days or more as to the payment of principal and/or interest, or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default, is the subject of a proceeding in bankruptcy, or otherwise has indicated an inability or intention not to repay such loan or extension of credit.
(v) To the knowledge of Village Financial, each of Village Financial’s or Village B...
Loans, Accounts, Notes and Other Receivables. (a) All loans, accounts, notes and other receivables reflected as assets on the books and records of Crescent Financial and Crescent (i) have resulted from bona fide business transactions in the ordinary course of operations of Crescent Financial and Crescent, (ii) were made in accordance with the standard loan policies and procedures of Crescent Financial and Crescent, and (iii)are owned by Crescent Financial or Crescent free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity.
(b) All of the records of Crescent Financial and Crescent regarding all outstanding loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the loan documentation of which indicate are secured by any Loan Collateral, such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in the records of such loan.
(c) To the best knowledge and belief of management of Crescent Financial, each loan reflected as an asset on the books of Crescent Financial and Crescent and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such loan or guaranty.
Loans, Accounts, Notes and Other Receivables. (I) All loans, accounts, notes and other receivables reflected as assets on Mecklenburg's books and records (A) have resulted from bona fide business transactions in the ordinary course of Mecklenburg's operations, (B) in all material respects were made in accordance with Mecklenburg's customary loan policies and procedures, and (C) are owned by Mecklenburg free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity.
(II) All records of Mecklenburg regarding all outstanding loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to each loan which Mecklenburg's loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral"), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in Mecklenburg's records of such loan.
(III) To the best knowledge of management of Mecklenburg, each loan reflected as an asset on Mecklenburg's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such loan or guaranty.
(IV) Mecklenburg has Previously Disclosed to the Holding Company a listing of (A) each loan, extension of credit or other asset of Mecklenburg which, as of March 31, 1997, is classified by the FDIC, the Commissioner or by Mecklenburg as "Loss", "Doubtful", "Substandard" or "Special Mention" (or otherwise by words of similar import), or which Mecklenburg has designated as a special asset or for special handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (B) each loan or extension of credit of Mecklenburg which, as of March 31, 1997, was past due thirty (30) days or more as to the payment of principal and/or interest, or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default, is the subject of a proceeding in bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete as of the date indicated.
Loans, Accounts, Notes and Other Receivables. (i) All loans, accounts, notes and other receivables reflected as assets on United Federal's books and records (A) have resulted from bona fide business transactions in the ordinary course of United Federal's operations, (B) were made in accordance with United Federal's customary loan policies and procedures, and (C) are owned by United Federal free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person or entity.
(ii) All records of United Federal regarding all outstanding loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to each loan which United Federal's loan documentation indicates is secured by any real or personal property or property rights ("Loan Collateral"), such loan is secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in United Federal's records of such loan.
(iii) Each loan reflected as an asset on United Federal's books, and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to any such loan.
(iv) United Federal has Previously Disclosed to the Holding Company a listing of (A) each loan, extension of credit or other asset of United Federal which, as of September 30, 1997, is classified by the OTS, the FDIC or by United Federal as "Loss", "Doubtful", "Substandard" or "Special Mention" (or otherwise by words of similar import), or which United Federal has designated as a special asset or for special handling or placed on any "watch list" because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (B) each loan or extension of credit of United Federal which, as of September 30, 1997, was past due thirty (30) days or more as to the payment of principal and/or interest, or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default, is the subject of a proceeding in bankruptcy or otherwise has indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete as of the date indicated.
