Notes and Obligations. (a) Except as set forth in the SGFC Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC or due to it shown in the 2003 SGFC Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC in the ordinary course of its business and in compliance with all applicable laws and regulations. (b) SGFC has established a loss reserve in the 2003 SGFC Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFC, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC Financial Statements, established on or before such date in good faith by SGFC, in accordance with generally accepted accounting principles.
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Samples: Merger Agreement (Southwest Georgia Financial Corp)
Notes and Obligations. (a) Except as set forth in the SGFC Peoples Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC Peoples or due to it shown in the 2003 SGFC 2000 Peoples Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company United for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC Peoples in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SGFC Peoples has established a loss reserve in the 2003 SGFC 2000 Peoples Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC Peoples to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC Peoples Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFCPeoples, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC 2000 Peoples Financial Statements, established on or before such date in good faith by SGFCPeoples, in accordance with generally accepted accounting principles.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (United Community Banks Inc)
Notes and Obligations. (a) Except as set forth in the SGFC First Central Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC First Central or due to it shown in the 2003 SGFC 2002 First Central Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company United for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC First Central in the ordinary course of its business and in compliance with all applicable laws and regulationsregulations and no tax return is currently the subject to an audit.
(b) SGFC First Central has established a loss reserve in the 2003 SGFC 2002 First Central Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC First Central to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC First Central Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFCFirst Central, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC 2002 First Central Financial Statements, established on or before such date in good faith by SGFCFirst Central, in accordance with generally accepted accounting principles.
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Notes and Obligations. (a) Except as set forth in the SGFC United Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes -26- receivable or other obligations owned by SGFC United or due to it shown in the 2003 SGFC 1996 United Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company Clayton for examination prior examinatxxx xxxor to the Closing Date. All such notes and obligations were entered into by SGFC United in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SGFC United has established a loss reserve in the 2003 SGFC 1996 United Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC United to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC United Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFCUnited, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC 1996 United Financial Statements, established on or before such date in good faith by SGFCUnited, in accordance with generally accepted accounting principles.
Appears in 1 contract
Samples: Reorganization Agreement (United Community Banks Inc)
Notes and Obligations. (a) Except as set forth in the SGFC First Georgia Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC First Georgia or due to it shown in the 2003 SGFC 2002 First Georgia Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company United for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC First Georgia in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SGFC First Georgia has established a loss reserve in the 2003 SGFC 2002 First Georgia Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligationsobligations, defects in the notes or evidences of obligation (including losses of original notes or instrumentsinstruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC First Georgia to enforce the note or obligation, and the representations representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC First Georgia Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFCFirst Georgia, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC 2002 First Georgia Financial Statements, established on or before such date in good faith by SGFCFirst Georgia, in accordance with generally accepted accounting principles.
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Notes and Obligations. (a) Except as set forth in the SGFC ---------------------- North Point Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC North Point or due to it shown in the 2003 SGFC 1998 North Point Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company United for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC North Point in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SGFC North Point has established a loss reserve in the 2003 SGFC 1998 North Point Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC North Point to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC North Point Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFCNorth Point, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC 1998 North Point Financial Statements, established on or before such date in good faith by SGFCNorth Point, in accordance with generally accepted accounting principles.
Appears in 1 contract
Samples: Reorganization Agreement (United Community Banks Inc)
Notes and Obligations. (a) Except as set forth in the SGFC Cumberland Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC Cumberland or due to it shown in the 2003 SGFC Cumberland Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Holding Company Liberty or Heritage for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC Cumberland in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SGFC Cumberland has established a loss reserve in the 2003 SGFC Cumberland Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which which, to the best of Cumberland and Community's knowledge, is adequate (under generally accepted accounting principles and applicable federal securities laws regarding disclosure of financial information for banks and bank holding companies) to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC Cumberland to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFC, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC Financial Statements, established on or before such date in good faith by SGFC, in accordance with generally accepted accounting principles.
Appears in 1 contract
Samples: Merger Agreement (Community National Bancorporation)