Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 of the FNB Disclosure Schedule, each Loan on the books and records of FNB and its Subsidiaries was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNB, constitutes the legal, valid and binding obligation of the obligor named in this Agreement, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles. (b) FNB has set forth in Section 4.19 of the FNB Disclosure Schedule as to FNB and each FNB Subsidiary as of the latest practicable date prior to the date of this Agreement: (A) any written or, to FNB’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNB’s knowledge, in default of any other material provision thereof, (B) each Loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNB, a FNB Subsidiary or an applicable regulatory authority, (C) a listing of OREO and (D) each Loan with any director, executive officer or five percent or greater shareholder of FNB or a FNB Subsidiary, or to the knowledge of FNB, any Person controlling, controlled by or under common control with any of the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Comm Bancorp Inc), Agreement and Plan of Merger (FNB Corp/Fl/)
Loans; Nonperforming and Classified Assets. (ai) Except as set forth in Section 4.19 Each loan agreement, note or borrowing arrangement, including without limitation portions of the FNB Disclosure Scheduleoutstanding lines of credit and loan commitments (collectively, each Loan "Loans"), on the books and records of FNB the Company and its Subsidiaries Subsidiaries, was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNBthe Company, constitutes the legal, valid and binding obligation of the obligor named in this Agreementtherein, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s 's rights or by general equity principles.
(bii) FNB The Company has set forth in Section 4.19 of the FNB Disclosure Schedule Previously Disclosed as to FNB the Company and each FNB Company Subsidiary as of the latest practicable date prior to the date of this Agreementdate: (Ai) any written or, to FNB’s the Company's knowledge, oral Loan under the terms of which the obligor is 90 60 or more days delinquent in payment of principal or interest, or to FNB’s the Company's knowledge, in default of any other material provision thereof, ; (Bii) each Loan that which has been classified as “"substandard,” “" "doubtful,” “" "loss” " or “"special mention” " (or words of similar import import) by FNBthe Company, a FNB Company Subsidiary or an applicable regulatory authority, authority (Cit being understood that no representation is being made that the FDIC or the Connecticut Bank Commissioner would agree with the loan classifications established by the Company); (iii) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (Div) each Loan with any director, executive officer or five percent or greater shareholder of FNB the Company or a FNB Company Subsidiary, or to the best knowledge of FNBthe Company, any Person controlling, controlled by or under common control with any of the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Bancorp Connecticut Inc), Merger Agreement (Banknorth Group Inc/Me)
Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 3.25 of the FNB Omega Disclosure Schedule, each Loan on the books and records of FNB Omega and its Subsidiaries was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNBOmega, constitutes the legal, valid and binding obligation of the obligor named in this Agreementtherein, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) FNB Omega has set forth in Section 4.19 3.25 of the FNB Omega Disclosure Schedule as to FNB Omega and each FNB Omega Subsidiary as of the latest practicable date prior to the date of this Agreement: (A) any written or, to FNBOmega’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNBOmega’s knowledge, in default of any other material provision thereof, ; (B) each Loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNBOmega, a FNB Omega Subsidiary or an applicable regulatory authority, ; (C) a listing of OREO the Other Real Estate Owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof and (D) each Loan with any director, executive officer or five percent or greater shareholder of FNB Omega or a FNB Omega Subsidiary, or to the knowledge of FNBOmega, any Person controlling, controlled by or under common control with any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Fl/)
Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 of the FNB Disclosure Schedule, each Each Loan on the books and records of FNB and its Subsidiaries (i) was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, (ii) is evidenced in all material respects by appropriate and sufficient documentation documentation, (iii) to the extent secured, has been secured by valid liens and security interests which have been perfected in accordance with all applicable Laws and, (iv) to the knowledge of FNB, constitutes the legal, valid and binding obligation of the obligor named in this Agreementthe contract evidencing such Loan, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) FNB has set forth in Section 4.19 4.18 of the FNB Disclosure Schedule as to FNB and each FNB Subsidiary as of the latest practicable date prior to the date of this Agreement: (Ai) any written or, to FNB’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNB’s knowledge, in default of any other material provision thereof, (Bii) each Loan loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNB, a FNB Subsidiary or an applicable regulatory authorityRegulatory Agency, (Ciii) a listing of OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof, and (Div) each Loan loan agreement, note or borrowing arrangement, including without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any director, executive officer or five percent or greater shareholder of FNB or a FNB Subsidiary, or to the knowledge of FNB, any Person controlling, controlled by or under common control with any of the foregoingAffiliate.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Fl/)
Loans; Nonperforming and Classified Assets. (ai) Except as set forth in Section 4.19 5.03(r) of the FNB CCFC’s Disclosure Schedule, each Loan on the books and records of FNB CCFC and its Subsidiaries was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNBCCFC, constitutes the legal, valid and binding obligation of the obligor named in this Agreementtherein, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(bii) FNB has set Set forth in Section 4.19 5.03(r)(ii) of the FNB CCFC’s Disclosure Schedule Schedule, as to FNB CCFC and each FNB CCFC Subsidiary as of the latest practicable date prior to the date of this Agreementare: (A) any written or, to FNBCCFC’s knowledge, oral Loan under the terms of which the obligor is 90 60 or more days delinquent in payment of principal or interest, or to FNBCCFC’s knowledge, in default of any other material provision thereof, ; (B) each Loan that which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import import) by FNBCCFC, a FNB CCFC Subsidiary or an applicable regulatory authority, authority (it being understood that no representation is being made that the Commissioner or the FDIC would agree with the loan classifications established by CCFC); (C) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan with any director, executive officer or five percent or greater shareholder of FNB CCFC or a FNB CCFC Subsidiary, or to the best knowledge of FNBCCFC, any Person controlling, controlled by or under common control with with, any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (First Community Bancshares Inc /Nv/)
Loans; Nonperforming and Classified Assets. (ai) Except as set forth in Section 4.19 of on the FNB TFC and Bank Disclosure ScheduleSchedule 5.03(t), each Loan loan on the books and records of FNB and its Subsidiaries TFC or the Bank was made and has been serviced in all material respects in accordance with their its customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge Knowledge of FNBTFC or the Bank, constitutes the legal, valid and binding obligation of the obligor named in this Agreementtherein, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(bii) FNB has TFC and the Bank have set forth in Section 4.19 of on the FNB TFC and Bank Disclosure Schedule as to FNB and each FNB Subsidiary 5.03(t) as of the latest practicable date prior to the date of this Agreement: (A) any written or, to FNB’s knowledge, oral Loan loan under the terms of which the obligor is 90 30 or more days delinquent in payment of principal or interest, or to FNB’s knowledgethe Knowledge of TFC or the Bank, in default of any other material provision thereof, ; (B) each Loan that loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import import) by FNBTFC or the Bank, a FNB Subsidiary or an applicable regulatory authority, Governmental Authority; (C) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof; and (D) each Loan loan with any director, director or executive officer of TFC or five percent the Bank or greater shareholder an Affiliate of FNB TFC or the Bank.
(iii) TFC or the Bank has set forth on the TFC and Bank Disclosure Schedule 5.03(t) a FNB Subsidiarylist and description of all loan participations entered into between TFC or the Bank and any third party which are reflected on the books and records of TFC or the Bank. A true and complete copy of each document relating to each loan participation has been delivered to RBB, with the exception of loan files for loans guaranteed or to unguaranteed by the knowledge SBA or another Governmental Authority and sold in the ordinary course of FNB, any Person controlling, controlled by or under common control with any of the foregoingbusiness.
Appears in 1 contract
Samples: Merger Agreement (RBB Bancorp)
Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 4.18 of the FNB Disclosure Schedule, each Loan on the books and records of FNB and its Subsidiaries was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNB, constitutes the legal, valid and binding obligation of the obligor named in this Agreementthe Contract evidencing such Loan, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) FNB has set forth in Section 4.19 4.18 of the FNB Disclosure Schedule as to FNB and each FNB Subsidiary as of the latest practicable date prior to the date of this Agreement: (A) any written or, to FNB’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNB’s knowledge, in default of any other material provision thereof, (B) each Loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNB, a FNB Subsidiary or an applicable regulatory authority, (C) a listing of OREO and (D) each Loan with any director, executive officer or five percent or greater shareholder of FNB or a FNB Subsidiary, or to the knowledge of FNB, any Person controlling, controlled by or under common control with any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Fl/)
Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 of the FNB Disclosure Schedule, each Loan on the books and records of FNB and its Subsidiaries was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNB, constitutes the legal, valid and binding obligation of the obligor named in this Agreementtherein, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) FNB has set forth in Section 4.19 4.20 of the FNB Disclosure Schedule as to FNB and each FNB Subsidiary as of the latest practicable date prior to the date of this Agreement: (A) any written or, to FNB’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNB’s knowledge, in default of any other material provision thereof, ; (B) each Loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNB, a FNB Subsidiary or an applicable regulatory authority, ; (C) a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof and (D) each Loan with any director, executive officer or five percent or greater shareholder of FNB or a FNB Subsidiary, or to the knowledge of FNB, any Person controlling, controlled by or under common control with any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Fl/)
Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 of the FNB Disclosure Schedule, each Loan on the books and records of FNB and its Subsidiaries was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the knowledge of FNB, constitutes the legal, valid and binding obligation of the obligor named in this Agreementtherein, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) FNB has set forth in Section 4.19 of the FNB Disclosure Schedule as to FNB and each FNB Subsidiary as of the latest practicable date prior to the date of this Agreement: (A) any written or, to FNB’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNB’s knowledge, in default of any other material provision thereof, ; (B) each Loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNB, a FNB Subsidiary or an applicable regulatory authority, ; (C) a listing of OREO the other real estate owned (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof and (D) each Loan with any director, executive officer or five percent or greater shareholder of FNB or a FNB Subsidiary, or to the knowledge of FNB, any Person controlling, controlled by or under common control with any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Fl/)
Loans; Nonperforming and Classified Assets. (a) Except as set forth in Section 4.19 of the FNB Disclosure Schedule, each Each Loan on the books and records of FNB and its Subsidiaries (i) was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, (ii) is evidenced in all material respects by appropriate and sufficient documentation documentation, (iii) to the extent secured, has been secured by valid Liens, which have been perfected in accordance with all applicable Laws and, (iv) to the knowledge of FNB, constitutes the legal, valid and binding obligation of the obligor named in this Agreementthe contract evidencing such Loan, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) FNB has set forth in Section 4.19 4.18 of the FNB Disclosure Schedule as to FNB and each FNB Subsidiary as of the latest practicable date prior to the date of this Agreement: (Ai) any written or, to FNB’s knowledge, oral Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to FNB’s knowledge, in default of any other material provision thereof, (Bii) each Loan loan that has been classified as “substandard,” “doubtful,” “loss” or “special mention” or words of similar import by FNB, a FNB Subsidiary or an applicable regulatory authorityRegulatory Agency, (Ciii) a listing of OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof, and (Div) each Loan written or oral loan agreement, note or borrowing arrangement, including leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any director, executive officer or five percent or greater shareholder of FNB or a FNB Subsidiary, or to the knowledge of FNB, any Person controlling, controlled by or under common control with any of the foregoingAffiliate.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Fl/)