Common use of Loans and Other Assets Clause in Contracts

Loans and Other Assets. (i) Company has disclosed to Commerce prior to the date hereof the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its Subsidiaries that have been classified by any Bank Regulator, Company's independent auditors, or the management of Company or any Subsidiary of Company as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company has disclosed to Commerce and Sub the amounts and identities of all other real estate owned ("OREO") that has been classified as such as of the date hereof by Company's independent auditors, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP.

Loans and Other Assets. (i) Company SJNB has disclosed to Commerce Saratoga prior to the date hereof the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company SJNB or any of its Subsidiaries that have been classified by any Bank Regulator, CompanySJNB's independent auditors, or the management of Company SJNB or any Subsidiary of Company SJNB as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", ," or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub Saratoga prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company SJNB regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company SJNB has disclosed to Commerce and Sub Saratoga the amounts and identities of all other real estate owned ("OREO") OREO that has been classified as such as of the date hereof by CompanySJNB's independent auditors, management of Company SJNB or any Bank Regulator and will have promptly disclosed to Commerce and Sub Saratoga prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company SJNB and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company SJNB and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP.

Loans and Other Assets. (ia) Company WABC has disclosed or will make available to Commerce ValliCorp a list disclosing and will disclose prior to the date hereof Effective Date the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its WABC and the WABC Subsidiaries that have been classified by any Bank Regulatorbank regulatory agency, CompanyWABC's independent auditorsauditor, outside reviewer or the management of Company WABC or any WABC Subsidiary of Company as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", " or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", or which are subsequently so classified, " have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company WABC regularly reviews and appropriately classifies its and its the WABC Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company WABC has disclosed Previously Disclosed to Commerce and Sub ValliCorp the amounts and identities of all other real estate owned ("OREO") OREO that has have been classified as such as of the date hereof or hereafter (with respect to subsequent occurrences) by CompanyWABC's independent auditorsauditor, any outside reviewer, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Datebank regulatory agency. As of the date hereof and the Closing Datelast day of the month preceding the month during which the Effective Date occurs, the recorded values of all OREO on the books of Company WABC and its the WABC Subsidiaries do or will accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP.with

Loans and Other Assets. (ia) Company ValliCorp has disclosed to Commerce WABC prior to the date hereof and the Effective Date the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its ValliCorp and the ValliCorp Subsidiaries that have been finally classified by any Bank Regulatorbank regulatory agency, CompanyValliCorp's independent auditors, or the management of Company ValliCorp or any ValliCorp Subsidiary of Company as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", " or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", or which are subsequently so classified, " have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company ValliCorp regularly reviews and appropriately classifies its and its the ValliCorp Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company ValliCorp has disclosed to Commerce and Sub WABC the amounts and identities of all other real estate owned ("OREO") that has have been finally classified as such as of the date hereof or hereafter (with respect to subsequent occurrences) by CompanyValliCorp's independent auditors, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Datebank regulatory agency. As of the date hereof and the Closing Datelast day of the month preceding the month during which the Effective Date occurs, the recorded values of all OREO on the books of Company ValliCorp and its the ValliCorp Subsidiaries do or will accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAPGAAP and applicable RAP. Company ValliCorp and its the ValliCorp Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, OREO including but not limited to taxes, maintenance and repairs as required by GAAPGAAP and RAP.

Loans and Other Assets. (i) Company SierraWest has disclosed to Commerce BC prior to the date hereof the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company SierraWest or any of its Subsidiaries that have been classified by any Bank Regulator, CompanySierraWest's independent auditors, or the management of Company SierraWest or any Subsidiary of Company SierraWest as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", " or classified using categories with similar import, import and will have disclosed promptly to Commerce and Sub BC prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", " or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company SierraWest regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company SierraWest has disclosed to Commerce and Sub BC the amounts and identities of all other real estate owned ("OREO") that has have been classified as such as of the date hereof by CompanySierraWest's independent auditors, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub BC prior to the Closing Date all such assets terms which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company SierraWest and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company SierraWest and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, OREO including but not limited to taxes, maintenance and repairs as required by GAAP.

Loans and Other Assets. (i) Company CGB has disclosed to Commerce Enterbank prior to the date hereof the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company CGB or any of its Subsidiaries that have been classified by any Bank Regulator, CompanyCGB's independent auditors, or the management of Company CGB or any Subsidiary of Company CGB as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub Enterbank prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company CGB regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company CGB has disclosed to Commerce and Sub Enterbank the amounts and identities of all other real estate owned ("OREO") that has been classified as such as of the date hereof by CompanyCGB's independent auditors, management of Company CGB or any Bank Regulator and will have promptly disclosed to Commerce and Sub Enterbank prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company CGB and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company CGB and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP.

Loans and Other Assets. (i) Company Enterbank has disclosed to Commerce CGB prior to the date hereof the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company Enterbank or any of its Subsidiaries that have been classified by any Bank Regulator, CompanyEnterbank's independent auditors, or the management of Company Enterbank or any Subsidiary of Company Enterbank as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub CGB prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", ," or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company Enterbank regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company Enterbank has disclosed to Commerce and Sub CGB the amounts and identities of all other real estate owned ("OREO") OREO that has been classified as such as of the date hereof by CompanyEnterbank's independent auditors, management of Company Enterbank or any Bank Regulator and will have promptly disclosed to Commerce and Sub CGB prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company Enterbank and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company Enterbank and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP.

Loans and Other Assets. (i) Company has disclosed to Commerce prior to the date hereof Set forth on Schedule 3.1(u) are the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its Subsidiaries that have been classified by any Bank Regulator, Company's independent auditors, or the management of Company or any Subsidiary of Company as "“Other Loans Especially Mentioned," "” “Substandard," "” “Doubtful," ” or "“Loss"”, or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "“Loss"”, or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company has disclosed to Commerce and Sub the amounts and identities of all other real estate owned ("“OREO"”) that has been classified as such as of the date hereof by Company's independent auditors, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP. (ii) All loans, leases, other extensions of credit, commitments or other interest-bearing assets and investments of Company and its Subsidiaries are legal, valid and binding obligations enforceable in accordance with their respective terms and are not subject to any setoffs, counterclaims or disputes known to Company (subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general applicability), except as reserved for in the consolidated statement of financial condition of Company as of December 31, 2012 referred to in Section 3.1(d) in accordance with GAAP, and were duly authorized under and made in compliance with applicable federal and state laws and regulations. Company and its Subsidiaries do not have any extensions or letters of credit, investments, guarantees, indemnification agreements or commitments for the same (including without limitation commitments to issue letters of credit, to create acceptances, or to repurchase securities, federal funds or other assets) other than those documented on the books and records of Company and its Subsidiaries.

Loans and Other Assets. (ia) Company WABC has disclosed or will make available to Commerce ValliCorp a list disclosing and will disclose prior to the date hereof Effective Date the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its WABC and the WABC Subsidiaries that have been classified by any Bank Regulatorbank regulatory agency, CompanyWABC's independent auditorsauditor, outside reviewer or the management of Company WABC or any WABC Subsidiary of Company as "Other Loans Especially Mentioned," "Substandard," "Doubtful," or "Loss", " or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "Loss", or which are subsequently so classified, " have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company WABC regularly reviews and appropriately classifies its and its the WABC Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company WABC has disclosed Previously Disclosed to Commerce and Sub ValliCorp the amounts and identities of all other real estate owned ("OREO") OREO that has have been classified as such as of the date hereof or hereafter (with respect to subsequent occurrences) by CompanyWABC's independent auditorsauditor, any outside reviewer, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Datebank regulatory agency. As of the date hereof and the Closing Datelast day of the month preceding the month during which the Effective Date occurs, the recorded values of all OREO on the books of Company WABC and its the WABC Subsidiaries do or will accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAPGAAP and RAP. Company WABC and its the WABC Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, OREO including but not limited to taxes, maintenance and repairs as required by GAAPGAAP and RAP.

Loans and Other Assets. (i) Company Bank has disclosed to Commerce prior to in Section 3.1(s) of the date hereof Bank Disclosure Schedule the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its Subsidiaries Bank that have been classified by any Bank Regulator, Company's Bank’s independent auditors, or the management of Company or any Subsidiary of Company as "Bank “Other Loans Especially Mentioned," "” “Substandard," "” “Doubtful," ” or "“Loss"”, or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "“Loss"”, or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company Bank regularly reviews and appropriately classifies its and its Subsidiaries' loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company Bank has disclosed to Commerce and Sub the amounts and identities of all other real estate owned ("“OREO"”) that has been classified as such as of the date hereof by Company's Bank’s independent auditors, management of Company Bank or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company and its Subsidiaries Bank accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company and its Subsidiaries have Bank has recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP. (ii) All loans, leases, other extensions of credit, commitments or other interest-bearing assets and investments of Bank are legal, valid and binding obligations enforceable in accordance with their respective terms and are not subject to any setoffs, counterclaims or disputes known to Bank (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general applicability), except as reserved for in the statement of financial condition of Bank as of December 31, 2006 referred to in Section 3.1(d) in accordance with GAAP, and were duly authorized under and made in compliance with applicable federal and state laws and regulations. Bank does not have any extensions or letters of credit, investments, guarantees, indemnification agreements or commitments for the same (including without limitation commitments to issue letters of credit, to create acceptances, or to repurchase securities, federal funds or other assets) other than those documented on the books and records of Bank.

Loans and Other Assets. (i) Company has disclosed on Schedule 3.1(u) to Commerce prior to the date hereof the amounts of all loans, leases, other extensions of credit, commitments or other interest-bearing assets presently owned by Company or any of its Subsidiaries that have been classified by any Bank Regulator, Company's ’s independent auditors, or the management of Company or any Subsidiary of Company as "“Other Loans Especially Mentioned," "” “Substandard," "” “Doubtful," ” or "“Loss"”, or classified using categories with similar import, and will have disclosed promptly to Commerce and Sub prior to the Closing Date all such items which will be so classified hereafter and prior to the Closing Date. All such assets or portions thereof classified "“Loss"”, or which are subsequently so classified, have been (or will be) charged off on a timely basis in full, collected or otherwise placed in a bankable condition. Company regularly reviews and appropriately classifies its and its Subsidiaries' ’ loans and other assets in accordance in all material respects with all applicable legal and regulatory requirements and GAAP. Company has disclosed to Commerce and Sub the amounts and identities of all other real estate owned ("“OREO"”) that has been classified as such as of the date hereof by Company's ’s independent auditors, management of Company or any Bank Regulator and will have promptly disclosed to Commerce and Sub prior to the Closing Date all such assets which will be so classified hereafter and prior to the Closing Date. As of the date hereof and the Closing Date, the recorded values of all OREO on the books of Company and its Subsidiaries accurately reflect and will reflect the net realizable values of each OREO parcel thereof in compliance with GAAP. Company and its Subsidiaries have recorded on a timely basis all expenses associated with or incidental to its OREO, including but not limited to taxes, maintenance and repairs as required by GAAP. (ii) All loans, leases, other extensions of credit, commitments or other interest-bearing assets and investments of Company and its Subsidiaries are legal, valid and binding obligations enforceable in accordance with their respective terms and are not subject to any setoffs, counterclaims or disputes known to Company (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general applicability), except as reserved for in the consolidated statement of financial condition of Company as of December 31, 2005 referred to in Section 3.1(d) in accordance with GAAP, and were duly authorized under and made in compliance with applicable federal and state laws and regulations. Company and its Subsidiaries do not have any extensions or letters of credit, investments, guarantees, indemnification agreements or commitments for the same (including without limitation commitments to issue letters of credit, to create acceptances, or to repurchase securities, federal funds or other assets) other than those documented on the books and records of Company and its Subsidiaries.