Common use of Ownership of Property; Insurance Coverage Clause in Contracts

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiary, as lessee, has the right under valid and subsisting leases of real and personal properties used by it in the conduct of its business to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx NPB and each Xxxxxx NPB Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx NPB or such Xxxxxx Subsidiary in the conduct of its businessNPB Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx NPB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in NPB Disclosure Schedule 4.09 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. NPB and each NPB Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it NPB or such NPB Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx NPB or any Xxxxxx NPB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx NPB or such Xxxxxx Subsidiary, as the case may be, NPB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect on NPB. (c) Xxxxxx NPB and the Xxxxxx Subsidiaries currently each NPB Subsidiary maintain insurance in amounts considered by Xxxxxx NPB to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx NPB nor any Xxxxxx NPB Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except ; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) NPB and each NPB Subsidiary maintain such fidelity bonds and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary or required under such policies of insurance and no notices have been given by Xxxxxx applicable laws or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesregulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Except as disclosed in the Bankers Disclosure Schedule, Bankers and each Xxxxxx Subsidiary hasthe Bankers Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx Bankers or such Xxxxxx any Bankers Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Bankers Regulatory Reports and in the Xxxxxx Bankers Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iiiii) items permitted under Article IV. Xxxxxx or any Xxxxxx SubsidiaryBankers and the Bankers Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it Bankers and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in the Bankers Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Xxxxxx Bankers Financials. (b) With respect to all agreements pursuant to which Xxxxxx Bankers or any Xxxxxx Bankers Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Bankers or such Xxxxxx Bankers Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx Bankers and the Xxxxxx Bankers Subsidiaries currently maintain insurance considered by Xxxxxx Bankers to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx Bankers nor any Xxxxxx Bankers Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Bankers or any Xxxxxx Subsidiary Bankers Savings under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have Bankers has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Target and each Xxxxxx Target Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, and marketable title to all material assets and properties owned by Xxxxxx Target or such Xxxxxx Subsidiary in the conduct of its businessTarget Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Target Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described on Seller Disclosure Schedule 2.07(a); (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. Target and each Target Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it Target or such Target Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx Target or any Xxxxxx Target Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Target or such Xxxxxx Subsidiary, as the case may be, Target Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx Target, or Seller on behalf of Target, and the Xxxxxx Subsidiaries currently maintain each Target Subsidiary maintains insurance in amounts considered by Xxxxxx Seller and Target to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx nor None of Seller, Target or any Xxxxxx Target Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) Target, or Seller on behalf of Target, and each Target Subsidiary maintains such fidelity bonds, director and officer liability insurance and errors and omissions insurance as may be customary or required under applicable laws or regulations. Except Other than as disclosed set forth on Xxxxxx Seller Disclosure Schedule 2.092.07(d), there are presently no material pending claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any such policy and to the Knowledge of their insurance policiesSeller, there are no facts that could reasonably be expected to give rise to such a claim.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 4.9.1. Premier and each Xxxxxx Premier Subsidiary has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx Premier or such Xxxxxx each Premier Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials Premier Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Dallas, inter-bank credit facilities, reverse repurchase agreements or any transaction by Premier or a Premier Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith. Premier and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx each Premier Subsidiary, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it Premier and the Premier Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) 4.9.2. With respect to all material agreements pursuant to which Xxxxxx Premier or any Xxxxxx Premier Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Premier or such Xxxxxx Premier Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx 4.9.3. Premier and the Xxxxxx Subsidiaries each Premier Subsidiary currently maintain insurance considered by Xxxxxx Premier to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Premier nor any Xxxxxx Premier Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Premier or any Xxxxxx Premier Subsidiary under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three five years Xxxxxx Premier and the Xxxxxx Subsidiaries each Premier Subsidiary have received each type of insurance coverage for which any of them has they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies. Premier Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by Premier and each Premier Subsidiary as well as the other matters required to be disclosed under this Section 4.9.3.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 4.10.1. Cheviot Financial and each Xxxxxx Cheviot Financial Subsidiary has, or will have as to property acquired after the date hereof, good and marketable title (and, as to for real property, marketable title in fee simple absolute, including, without limitation, all real property used as bank premises and all other real estate owned) to all assets and properties owned by Xxxxxx Cheviot Financial or such Xxxxxx each Cheviot Financial Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials most recent Cheviot Financial Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetsCheviot Financial Financial Statements), subject to no material encumbrances, liens, restrictions, options, charges, mortgages, security interests interests, pledges, land or pledgesconditional sales contracts, claims, or rights of third parties, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Cincinnati, inter-bank credit facilities, reverse repurchase agreements or any transaction by Cheviot Financial or a Cheviot Financial Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iiiv) items permitted under Article IVliens that Cheviot Financial or a Cheviot Financial Subsidiary are in the process of establishing or obtaining with respect to Other Real Estate Owned. Xxxxxx or any Xxxxxx Cheviot Financial and each Cheviot Financial Subsidiary, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it Cheviot Financial and the Cheviot Financial Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases All real property owned, or to the Knowledge of Cheviot Financial leased, by Cheviot Financial or any Cheviot Financial Subsidiary is in compliance in all material respects with all applicable zoning and commitments land use laws. To Cheviot Financial’s Knowledge, all real property, machinery, equipment, furniture and fixtures owned or leased by Cheviot Financial or any Cheviot Financial Subsidiary that is material to lease constitute or will constitute their respective businesses is structurally sound, in good operating leases for both tax condition (ordinary wear and financial accounting purposes tear excepted) and the lease expense has been and minimum rental commitments with respect to such leases is being maintained and lease commitments are as disclosed repaired in the notes to the Xxxxxx Financialsordinary condition of business. (b) 4.10.2. With respect to all material agreements pursuant to which Xxxxxx Cheviot Financial or any Xxxxxx Cheviot Financial Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Cheviot Financial or such Xxxxxx Cheviot Financial Subsidiary, as the case may be, has a lien or security interest (which is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. Cheviot Financial has provided MainSource with a true, accurate and complete copy of all policies of insurance (cincluding, without limitation, bankers’ blanket bond, directors’ and officers’ liability insurance, property and casualty insurance, group health or hospitalization insurance and insurance providing benefits for employees) Xxxxxx owned or held by Cheviot Financial or any Cheviot Financial Subsidiary on the date hereof or with respect to which Cheviot Financial or any Cheviot Financial Subsidiary pays any premiums. Each such policy is in full force and the Xxxxxx Subsidiaries currently effect and all premiums due thereon have been paid when due. Cheviot Financial and each Cheviot Financial Subsidiary maintain insurance considered by Xxxxxx Cheviot Financial in good faith to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Cheviot Financial nor any Xxxxxx Cheviot Financial Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx set forth in Cheviot Financial Disclosure Schedule 2.094.10.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Cheviot Financial or any Xxxxxx Cheviot Financial Subsidiary under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Xxxxxx Cheviot Financial and the Xxxxxx Subsidiaries each Cheviot Financial Subsidiary have received each type of insurance coverage for which any of them has they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies. Cheviot Financial Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by Cheviot Financial and each Cheviot Financial Subsidiary as well as the other matters required to be disclosed under this Section 4.10.3.

Ownership of Property; Insurance Coverage.  (a) Xxxxxx MNB and each Xxxxxx Subsidiary of the MNB Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx MNB or such Xxxxxx any MNB Subsidiary in the conduct of its businesstheir businesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx MNB Regulatory Reports and in the Xxxxxx MNB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a MNB Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the MNB Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, and (iiv) the items permitted under Article IVdisclosed in MNB Disclosure Schedule 2.11. Xxxxxx or any Xxxxxx SubsidiaryMNB and the MNB Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it MNB and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in MNB Disclosure Schedule 2.11, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials.27  (b) With respect to all agreements pursuant to which Xxxxxx MNB or any Xxxxxx MNB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx MNB or such Xxxxxx MNB Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby..  (c) Xxxxxx A true and complete copy of each agreement pursuant to which MNB or any of the MNB Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered or made available to Fidelity and all such leases are listed on MNB Disclosure Schedule 2.11(c). Assuming due authorization, execution and delivery by each Party thereto other than MNB or an MNB Subsidiary party thereto, as the case may be, each Lease is enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the Xxxxxx availability of equitable remedies. There is not under any such Lease any material existing default by MNB or any of the MNB Subsidiaries or, to the Knowledge of MNB, any party thereto, or any event which with notice of lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in MNB Disclosure Schedule 2.06 have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on MNB.  (d) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which MNB and the MNB Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on MNB.  (e) A true and complete copy of each agreement pursuant to which MNB or any of the MNB Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been delivered to Fidelity. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the Knowledge of MNB, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on MNB.  (f) MNB and the MNB Subsidiaries currently maintain insurance considered by Xxxxxx MNB to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.28

Ownership of Property; Insurance Coverage. (a) Xxxxxx First Essex and each Xxxxxx Subsidiary hasthe First Essex Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx First Essex or such Xxxxxx any First Essex Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx First Essex Regulatory Reports and in the Xxxxxx First Essex Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iiiii) items permitted under Article IV. Xxxxxx or any Xxxxxx SubsidiaryFirst Essex and the First Essex Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it First Essex and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Xxxxxx First Essex Financials. (b) With respect to all agreements pursuant to which Xxxxxx First Essex or any Xxxxxx First Essex Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx First Essex or such Xxxxxx First Essex Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx First Essex and the Xxxxxx First Essex Subsidiaries currently maintain insurance considered by Xxxxxx First Essex to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx First Essex nor any Xxxxxx First Essex Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx First Essex or any Xxxxxx Subsidiary First Essex Bank under such policies during the past two years(2) years with respect to any potential material claims. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx First Essex and the Xxxxxx Subsidiaries First Essex Bank have received each type of insurance coverage for which any of them has they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Roma Financial and each Xxxxxx Roma Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx Roma Financial or such Xxxxxx each Roma Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials Roma Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by any Roma Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the Roma Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryRoma Financial and the Roma Financial Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it Roma Financial and any Roma Subsidiary in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all material agreements pursuant to which Xxxxxx Roma Financial or any Xxxxxx Roma Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Roma Financial or such Xxxxxx Roma Subsidiary, as the case may be, has a lien or security interest (which to Roma Financial’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx Roma Financial and the Xxxxxx Subsidiaries each Roma Subsidiary currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Roma Financial nor any Xxxxxx Subsidiary Roma Subsidiary, has received notice from any insurance carrier since December 31, 2009 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Roma Financial or any Xxxxxx Roma Subsidiary under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx since December 31, 2009 Roma Financial and the Xxxxxx Subsidiaries have each Roma Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Graystone and each Xxxxxx Subsidiary hasthe Graystone Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx Graystone or such Xxxxxx any Graystone Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Graystone Regulatory Reports and in the Xxxxxx Graystone Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and faith, (iiiii) items permitted under Article IV, and (iv) the items disclosed in the Graystone Disclosure Schedule. Xxxxxx or any Xxxxxx SubsidiaryGraystone and the Graystone Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it Graystone and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in the Graystone Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Graystone Financials. (b) With respect to all agreements pursuant to which Xxxxxx Graystone or any Xxxxxx Graystone Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Graystone or such Xxxxxx Graystone Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx Graystone and the Xxxxxx Graystone Subsidiaries currently maintain insurance considered by Xxxxxx Graystone to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx Graystone nor any Xxxxxx Graystone Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed set forth on Xxxxxx the Graystone Disclosure Schedule 2.09Schedule, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Graystone or any Xxxxxx Subsidiary Graystone Bank under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three ten years Xxxxxx and the Xxxxxx Subsidiaries have Graystone has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx VIST and each Xxxxxx VIST Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title Title to all material assets and properties owned by Xxxxxx VIST or such Xxxxxx each VIST Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx VIST Regulatory Reports and in the Xxxxxx Financials VIST Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an VIST Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the VIST Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryVIST and the VIST Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it VIST and VIST Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all material agreements pursuant to which Xxxxxx VIST or any Xxxxxx VIST Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx VIST or such Xxxxxx VIST Subsidiary, as the case may be, has a lien or security interest (which to VIST’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx VIST and the Xxxxxx Subsidiaries each VIST Subsidiary currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx VIST nor any Xxxxxx VIST Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx VIST or any Xxxxxx VIST Subsidiary under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx VIST and the Xxxxxx Subsidiaries have each VIST Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. VIST Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by VIST and each VIST Subsidiary as well as the other matters required to be disclosed under this Section 4.9(c).

Ownership of Property; Insurance Coverage. (a) Xxxxxx PFI and each Xxxxxx PFI Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx PFI or such Xxxxxx Subsidiary in the conduct of its businessPFI Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx PFI Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in PFI Disclosure Schedule 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. PFI and each PFI Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it PFI or such PFI Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx PFI or any Xxxxxx PFI Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx PFI or such Xxxxxx Subsidiary, as the case may be, PFI Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx PFI and the Xxxxxx Subsidiaries currently each PFI Subsidiary maintain insurance in amounts considered by Xxxxxx PFI to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx PFI nor any Xxxxxx PFI Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except ; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) PFI and each PFI Subsidiary maintain such fidelity bonds and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary or required under such policies of insurance and no notices have been given by Xxxxxx applicable laws or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesregulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx TF Financial and each Xxxxxx TF Financial Subsidiary hashas good, or will have as to property acquired after the date hereof, good and, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx TF Financial or such Xxxxxx Subsidiary in the conduct of its businessTF Financial Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials TF Financial Statements or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in Section 3.9(a) of the TF Financial Disclosure Schedule or permitted under Article 5 hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. TF Financial and each TF Financial Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it TF Financial or such TF Financial Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx TF Financial or any Xxxxxx TF Financial Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx TF Financial or such Xxxxxx Subsidiary, as the case may be, TF Financial Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx TF Financial and the Xxxxxx Subsidiaries currently each TF Financial Subsidiary maintain insurance in amounts considered by Xxxxxx TF Financial to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx TF Financial nor any Xxxxxx TF Financial Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except ; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) TF Financial and each TF Financial Subsidiary maintain such fidelity bonds and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary for similarly-sized institutions or required under such policies of insurance and no notices have been given by Xxxxxx applicable laws or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesregulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx CIB and each Xxxxxx CIB Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx CIB or such Xxxxxx Subsidiary in the conduct of its businessCIB Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx CIB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in CIB Disclosure Schedule 2.09(a) or permitted under Article IV hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. CIB and each CIB Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it CIB or such CIB Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx CIB or any Xxxxxx CIB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx CIB or such Xxxxxx Subsidiary, as the case may be, CIB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx CIB and the Xxxxxx Subsidiaries currently each CIB Subsidiary maintain insurance in amounts considered by Xxxxxx CIB to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx CIB nor any Xxxxxx CIB Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except ; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) CIB and each CIB Subsidiary maintains such fidelity bonds and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary or required under such policies of insurance and no notices have been given by Xxxxxx applicable laws or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesregulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx FNB and each Xxxxxx FNB Subsidiary has, or will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx FNB or such Xxxxxx Subsidiary in the conduct of its businessFNB Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx FNB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) statutory Those items that secure liabilities for borrowed money and that are described in FNB Disclosure Schedule 3.09(a) or permitted under Article V hereof; (ii) Statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) Liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx SubsidiaryPledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) The imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount, or extent; (vi) Dispositions and encumbrances for adequate consideration in the ordinary course of business. FNB and each FNB Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it FNB or such FNB Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are ; and (vii) As reflected as disclosed a liability in the notes to FNB Financials or the Xxxxxx Financialsfootnotes thereto. (b) With respect to all agreements pursuant to which Xxxxxx FNB or any Xxxxxx FNB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx FNB or such Xxxxxx Subsidiary, as the case may be, FNB Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx FNB and the Xxxxxx Subsidiaries currently each FNB Subsidiary maintain insurance in amounts considered by Xxxxxx FNB to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx FNB nor any Xxxxxx FNB Subsidiary has received notice from any insurance carrier that that: (i) such The insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium Premium costs with respect to such policies of insurance will be materially substantially increased. Except . (d) FNB and each FNB Subsidiary maintain such fidelity bonds and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary or required under such policies of insurance and no notices have been given by Xxxxxx applicable laws or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesregulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx PRFS and each Xxxxxx PRFS Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx PRFS or such Xxxxxx Subsidiary in the conduct of its businessPRFS Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx PRFS Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in PRFS Disclosure Schedule 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. PRFS and each PRFS Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it them in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx PRFS or any Xxxxxx PRFS Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx PRFS or such Xxxxxx Subsidiary, as the case may be, PRFS Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx PRFS and the Xxxxxx Subsidiaries currently each PRFS Subsidiary maintain insurance in amounts considered by Xxxxxx PRFS to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx PRFS nor any Xxxxxx PRFS Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09; except to the extent such cancellation, there are presently no material claims pending under reduction, elimination or increase would not have a Material Adverse Effect. (d) PRFS and each PRFS Subsidiary maintain such policies of fidelity bonds, directors’ and officers’ liability insurance and no notices have been given by Xxxxxx errors and omissions insurance as may be customary or any Xxxxxx Subsidiary required under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx CBT and each Xxxxxx CBT Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx CBT or such Xxxxxx Subsidiary in the conduct of its businessCBT Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx CBT Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in CBT Disclosure Schedule 3.09(a) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. CBT and each CBT Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it CBT or such CBT Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx CBT or any Xxxxxx CBT Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx CBT or such Xxxxxx Subsidiary, as the case may be, CBT Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx CBT and the Xxxxxx Subsidiaries currently each CBT Subsidiary maintain insurance in amounts considered by Xxxxxx CBT to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx CBT nor any Xxxxxx CBT Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except ; except to the extent such cancellation, reduction, elimination or increase would not have a Material Adverse Effect. (d) CBT and each CBT Subsidiary maintain such fidelity bonds, director and officer liability insurance and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary or required under applicable laws or regulations and true and correct copies of such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type provided to representatives of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesNPB.

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, UA Bank has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary UA Bank in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx UA Bank Regulatory Reports and in the Xxxxxx Financials UA Bank Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations including but not limited to, real estate taxes, assessments and other governmental levies, fees or charge or any discount with, borrowing from or other obligations to the FHLB or inter-bank credit facilities, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, (iv) mechanics liens and similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith and (iiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiary, as lessee, has the right under valid those described and subsisting leases of real and personal properties used by it reflected in the conduct of its business to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx FinancialsUA Bank Financial Statements. (b) With respect to all material agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary UA Bank has purchased securities subject to an agreement to resell, if any, Xxxxxx UA Bank has a lien or such Xxxxxx Subsidiary, as the case may be, has security interest (which to UA Bank’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries UA Bank currently maintain maintains insurance considered by Xxxxxx it to be reasonable in all material respects for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither Xxxxxx nor any Xxxxxx Subsidiary UA Bank has not received notice from any insurance carrier during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are There is presently no material claims claim pending under such policies of insurance and no notices have notice has been given by Xxxxxx or any Xxxxxx Subsidiary UA Bank under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have UA Bank has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims claim submitted under any of their its insurance policies. UA Bank Disclosure Schedule 3.09(c) identifies all material policies of insurance maintained by UA Bank as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, MWCB has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary MWCB in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx MWCB Regulatory Reports and in the Xxxxxx MWCB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Boston, inter-bank credit facilities, or any transaction by MWCB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (ii) items permitted under Article IVfaith. Xxxxxx or any Xxxxxx SubsidiaryMWCB, as lessee, has the right under valid and subsisting leases of real and personal properties used by it MWCB in the conduct of its business businesses to occupy or use all such properties as presently occupied and used by each of themit. Such Except as disclosed in MWCB Disclosure Schedule 3.09(a), such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx MWCB Financials. (b) With respect to all material agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary MWCB has purchased securities subject to an agreement to resell, if any, Xxxxxx MWCB has a lien or such Xxxxxx Subsidiary, as security interest (which to the case may be, has Knowledge of MWCB is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries MWCB currently maintain maintains insurance considered by Xxxxxx MWCB to be reasonable for its operations and similar operations, in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither Xxxxxx nor any Xxxxxx Subsidiary MWCB has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary MWCB under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have MWCB has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. MWCB Disclosure Schedule 3.09(c) identifies all policies of insurance maintained by MWCB.

Ownership of Property; Insurance Coverage. (a) Xxxxxx CMTY and each Xxxxxx CMTY Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx CMTY or such Xxxxxx Subsidiary in the conduct of its businessCMTY Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx CMTY Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are set forth in CMTY Disclosure Schedule 4.09 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. CMTY and each CMTY Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it CMTY or such CMTY Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx CMTY or any Xxxxxx CMTY Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx CMTY or such Xxxxxx Subsidiary, as the case may be, CMTY Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx CMTY and the Xxxxxx Subsidiaries currently each CMTY Subsidiary maintain insurance in amounts considered by Xxxxxx CMTY to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx CMTY nor any Xxxxxx CMTY Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09; except to the extent such cancellation, there are presently no material claims pending under reduction, elimination or increase would not have a Material Adverse Effect. (d) CMTY and each CMTY Subsidiary maintain such policies of fidelity bonds, directors' and officers' liability insurance and no notices have been given by Xxxxxx errors and omissions insurance as may be customary or any Xxxxxx Subsidiary required under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 4.9.1 RBPI and each Xxxxxx RBPI Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all assets and properties owned by Xxxxxx RBPI or such Xxxxxx each RBPI Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx RBPI Regulatory Reports and in the Xxxxxx Financials RBPI Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course Ordinary Course of businessBusiness, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledgesLiens, except (ia) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter‑bank credit facilities, or any transaction by a RBPI Subsidiary acting in a fiduciary capacity, (b) statutory liens Liens for amounts not yet delinquent or which are being contested in good faith faith, (c) non‑monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (iid) items permitted under Article IVthose described and reflected in the RBPI Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryRBPI and the RBPI Subsidiaries, as lessee, has have the right under valid and subsisting enforceable leases of real and personal properties used by it RBPI and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither RBPI nor any RBPI Subsidiary is in default under any lease for any real or personal property to which either RBPI or any RBPI Subsidiary is a party, and commitments there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default. RBPI is not a party to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements any agreement pursuant to which Xxxxxx or any Xxxxxx Subsidiary it has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which securitized any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesits assets.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Winside Bancshares and each Xxxxxx Subsidiary has, or will Winside State Bank have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary it in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Winside Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by Winside State Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith faith, (iii) non-monetary liens affecting real property that do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the Winside Financials. Xxxxxx or any Xxxxxx SubsidiaryWinside Bancshares and Winside State Bank, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it Winside Bancshares and Winside State Bank in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, Winside Bancshares and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries Winside State Bank currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Winside Bancshares nor any Xxxxxx Subsidiary Winside State Bank has received notice from any insurance carrier since December 31, 2011 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Winside Bancshares or any Xxxxxx Subsidiary Winside State Bank under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, 4.9.1. CNB has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary CNB in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx CNB Regulatory Reports and in the Xxxxxx Financials CNB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an CNB acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the CNB Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryCNB, as lessee, has the right under valid and subsisting existing leases of real and personal properties used by it CNB in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) 4.9.2. With respect to all material agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary CNB has purchased securities subject to an agreement to resell, if any, Xxxxxx CNB has a lien or such Xxxxxx Subsidiary, as the case may be, has security interest (which to CNB’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries 4.9.3. CNB currently maintain maintains insurance considered by Xxxxxx it to be reasonable for its operations and similar operations. Except as disclosed in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary CNB Disclosure Schedule 4.9.3, CNB has not received notice from any insurance carrier during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary CNB under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have CNB has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. CNB Disclosure Schedule 4.9.3 identifies all material policies of insurance maintained by CNB, as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (ai) Xxxxxx Farmers and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, Farmers Entity has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx Farmers or such Xxxxxx Subsidiary any Farmers Entity in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials most recent IBT Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities or any transaction by Farmers or IBT acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith. Farmers and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiaryeach Farmers Entity, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it Farmers and each Farmers Entity in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Xxxxxx FinancialsIBT Financial Statements. (bii) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, Farmers and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries each Farmers Entity currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Farmers nor any Xxxxxx Subsidiary Farmers Entity has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.be

Ownership of Property; Insurance Coverage. (a) Xxxxxx BFC Disclosure Schedule 3.09(a) contains a list of all real property in which BFC or any BFC Subsidiary has legal or equitable title or a leasehold interest. BFC and each Xxxxxx BFC Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx BFC or such Xxxxxx Subsidiary in the conduct of its businessBFC Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx BFC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are set forth in BFC Disclosure Schedule 3.09(a)(i) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. BFC and each BFC Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it them in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx BFC or any Xxxxxx BFC Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx BFC or such Xxxxxx Subsidiary, as the case may be, BFC Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx BFC and the Xxxxxx Subsidiaries currently each BFC Subsidiary maintain insurance in amounts considered by Xxxxxx BFC to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx BFC nor any Xxxxxx BFC Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09; except to the extent such cancellation, there are presently no material claims pending under reduction, elimination or increase would not have a Material Adverse Effect. (d) BFC and each BFC Subsidiary maintain such policies of fidelity bonds, directors' and officers' liability insurance and no notices have been given by Xxxxxx errors and omissions insurance as may be customary or any Xxxxxx Subsidiary required under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx First Leesport and each Xxxxxx Subsidiary hasthe First Leesport Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx First Leesport or such Xxxxxx any First Leesport Subsidiary in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx First Leesport Regulatory Reports and in the Xxxxxx First Leesport Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith. First Leesport and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarythe First Leesport Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it First Leesport and such First Leesport Subsidiary in the conduct of its business to occupy or and use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx First Leesport or any Xxxxxx First Leesport Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx First Leesport or such Xxxxxx First Leesport Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx First Leesport and the Xxxxxx First Leesport Subsidiaries currently maintain insurance in amounts considered by Xxxxxx First Leesport to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx First Leesport nor any Xxxxxx First Leesport Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, eliminated or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx First Leesport or any Xxxxxx First Leesport Subsidiary under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx First Leesport and the Xxxxxx Subsidiaries have each First Leesport Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 5.9.1. OFC and each Xxxxxx OFC Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx OFC or such Xxxxxx each OFC Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials OFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a OFC Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the OFC Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryOFC and the OFC Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it OFC and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx 5.9.2. OFC and each OFC Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx OFC nor any Xxxxxx OFC Subsidiary has received notice from any insurance carrier during the past two years that (i) such insurance will be cancelled canceled or that coverage thereunder will be materially reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx OFC or any Xxxxxx OFC Subsidiary under such policies during the past two years(other than with respect to health, disability, or worker's compensation insurance). All such insurance is valid and enforceable and in full force and effecteffect in all material respects, and within the last three two years Xxxxxx OFC and the Xxxxxx Subsidiaries have each OFC Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. OFC DISCLOSURE SCHEDULE 5.9.3 identifies all material policies of insurance maintained by OFC and each OFC Subsidiary.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 4.10.1. A list of all real property owned or leased by ABB Financial Group or any ABB Financial Group Subsidiary is set forth in Disclosure Schedule 4.10.1. ABB Financial Group and each Xxxxxx ABB Financial Group Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx ABB Financial Group or such Xxxxxx each ABB Financial Group Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets statements of financial condition contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials most recent ABB Financial Group Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetsstatements of financial condition), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Atlanta, inter-bank credit facilities, reverse repurchase agreements or any transaction by ABB Financial Group or an ABB Financial Group Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or that are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which that are being contested in good faith faith. ABB Financial Group and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarythe ABB Financial Group Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it ABB Financial Group and the ABB Financial Group Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases All real property owned or leased by ABB Financial Group or any of its Subsidiaries are in a good state of maintenance and commitments repair (normal wear and tear expected), conforms in all material respects with all applicable ordinances, regulations and zoning laws and are considered by ABB Financial Group to lease constitute be adequate for the current business of ABB Financial Group and its Subsidiaries. To the knowledge of ABB Financial Group, none of the buildings, structures or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financialsother improvements located on any real property owned or leased by ABB Financial Group or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (b) 4.10.2. With respect to all material agreements pursuant to which Xxxxxx ABB Financial Group or any Xxxxxx ABB Financial Group Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx ABB Financial Group or such Xxxxxx ABB Financial Group Subsidiary, as the case may be, has a lien or security interest (which to the Knowledge of ABB Financial Group is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx 4.10.3. ABB Financial Group and the Xxxxxx Subsidiaries each ABB Financial Group Subsidiary currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx ABB Financial Group nor any Xxxxxx ABB Financial Group Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx ABB Financial Group or any Xxxxxx ABB Financial Group Subsidiary under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx years, ABB Financial Group and the Xxxxxx Subsidiaries each ABB Financial Group Subsidiary have received each type of insurance coverage for which any of them has they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their its insurance policies. ABB Financial Group Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by ABB Financial Group and each ABB Financial Group Subsidiary (including the name of the insurance company and agent, the nature of the coverage, the policy limit, the annual premiums and the expiration date).

Ownership of Property; Insurance Coverage. (a) Xxxxxx WFB and each Xxxxxx WFB Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all assets and properties owned by Xxxxxx WFB or such Xxxxxx Subsidiary in the conduct of its businessWFB Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx WFB Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) statutory liens for amounts not yet delinquent or which are being contested in good faith and faith; (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (iii) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carriers and other similar Liens and encumbrances arising in the ordinary course of business; and (v) dispositions and encumbrances for adequate consideration in the ordinary course of business. WFB and each WFB Subsidiary have the right under valid and subsisting leases of real and personal properties used by it WFB or such WFB Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx WFB or any Xxxxxx WFB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx WFB or such Xxxxxx Subsidiary, as the case may be, WFB Subsidiary has a valid, perfected first lien or most senior security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, Xxxxxxxx Federal has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary Xxxxxxxx Federal in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Xxxxxxxx Federal Regulatory Reports and in the Xxxxxx Financials Xxxxxxxx Federal Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations including but not limited to, real estate taxes, assessments and other governmental levies, fees or charge or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by Xxxxxxxx Federal acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, (iv) mechanics liens and similar liens for labor, materials, services or supplies provided for such property incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith and (iiv) items permitted under Article IVthose described and reflected in the Xxxxxxxx Federal Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryXxxxxxxx Federal, as lessee, has the right under valid and subsisting existing leases of real and personal properties used by it Xxxxxxxx Federal in the conduct of its business to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financialsit. (b) With respect to all material agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary Xxxxxxxx Federal has purchased securities subject to an agreement to resell, if any, Xxxxxx Xxxxxxxx Federal has a lien or such Xxxxxx Subsidiary, as the case may be, has security interest (which is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries Xxxxxxxx Federal currently maintain maintains insurance considered by Xxxxxx Xxxxxxxx Federal to be reasonable for its operations and similar operations, in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither Xxxxxx nor any Xxxxxx Subsidiary Except as set forth in Xxxxxxxx Federal Disclosure Schedule 3.09(c), Xxxxxxxx Federal has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary Xxxxxxxx Federal under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and and, within the last three years Xxxxxx and the Xxxxxx Subsidiaries have Xxxxxxxx Federal has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. Xxxxxxxx Federal Disclosure Schedule 3.09(c) identifies all policies of insurance maintained by Xxxxxxxx Federal.

Ownership of Property; Insurance Coverage. (a) Xxxxxx BFC Disclosure Schedule 3.09(a) contains a list of all real property in which BFC or any BFC Subsidiary has legal or equitable title or a leasehold interest. BFC and each Xxxxxx BFC Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx BFC or such Xxxxxx Subsidiary in the conduct of its businessBFC Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx BFC Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are set forth in BFC Disclosure Schedule 3.09(a)(i) or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. BFC and each BFC Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it them in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx BFC or any Xxxxxx BFC Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx BFC or such Xxxxxx Subsidiary, as the case may be, BFC Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx BFC and the Xxxxxx Subsidiaries currently each BFC Subsidiary maintain insurance in amounts considered by Xxxxxx BFC to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx BFC nor any Xxxxxx BFC Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09; except to the extent such cancellation, there are presently no material claims pending under reduction, elimination or increase would not have a Material Adverse Effect. (d) BFC and each BFC Subsidiary maintain such policies of fidelity bonds, directors’ and officers’ liability insurance and no notices have been given by Xxxxxx errors and omissions insurance as may be customary or any Xxxxxx Subsidiary required under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx BCB and each Xxxxxx Subsidiary has, or will the BCB Subsidiaries have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx BCB or such Xxxxxx Subsidiary any of its Subsidiaries in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx BCB Regulatory Reports and in the Xxxxxx BCB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure repurchase agreements and liabilities for borrowed money, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, and (iiiii) items permitted under Article IV. Xxxxxx or any Xxxxxx SubsidiaryBCB and the BCB Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it BCB and its Subsidiaries in the conduct of its business their businesses to occupy or and use all such properties as presently occupied and used by each of them. Such Except as set forth in the BCB Disclosure --- ---------- Schedule, such existing leases and commitments to lease constitute or will -------- constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx BCB Financials. (b) With respect to all agreements pursuant to which Xxxxxx BCB or any Xxxxxx BCB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx BCB or such Xxxxxx BCB Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx BCB and the Xxxxxx BCB Subsidiaries currently maintain insurance in amounts considered by Xxxxxx BCB to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx BCB nor any Xxxxxx BCB Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, eliminated or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx BCB or any Xxxxxx Subsidiary Berks County Bank under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have BCB has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 4.10.1. Except as set forth in BOP DISCLOSURE SCHEDULE 4.10.1, BOP and each Xxxxxx BOP Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx BOP or such Xxxxxx each BOP Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials most recent BOP Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York and Atlantic Community Bankers Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by BOP or a BOP Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith. BOP and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarythe BOP Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it BOP and the BOP Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) 4.10.2. With respect to all material agreements pursuant to which Xxxxxx BOP or any Xxxxxx BOP Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx BOP or such Xxxxxx BOP Subsidiary, as the case may be, has a lien or security interest (which to BOP’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx 4.10.3. BOP and the Xxxxxx Subsidiaries each BOP Subsidiary currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx BOP nor any Xxxxxx BOP Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx BOP or any Xxxxxx BOP Subsidiary under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx BOP and the Xxxxxx Subsidiaries each BOP Subsidiary have received each type of insurance coverage for which any of them has they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their its insurance policies. BOP DISCLOSURE SCHEDULE 4.

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, 4.10.1. Allegiance Bank has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary Allegiance Bank in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Allegiance Bank Regulatory Reports and in the Xxxxxx Financials Allegiance Bank Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by Allegiance Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the Allegiance Bank Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryAllegiance Bank, as lessee, has the right under valid and subsisting existing leases of real and personal properties used by it Allegiance Bank in the conduct of its business to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) 4.10.2. With respect to all material agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary Allegiance Bank has purchased securities subject to an agreement to resell, if any, Xxxxxx Allegiance Bank has a lien or such Xxxxxx Subsidiary, as the case may be, has security interest (which to Allegiance Bank’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries 4.10.3. Allegiance Bank currently maintain maintains insurance considered by Xxxxxx that it considers to be reasonable for its operations and similar in scope is ordinarily and coverage to that customarily maintained by other businesses similarly engagedfinancial institutions. Neither Xxxxxx nor any Xxxxxx Subsidiary Allegiance Bank has not received notice from any insurance carrier during the past five years that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary Allegiance Bank under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have Allegiance Bank has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Allegiance Bank as well as the other matters required to be disclosed under this Section.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 5.8.1. DNB and each Xxxxxx DNB Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all assets and properties owned by Xxxxxx DNB or such Xxxxxx each DNB Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials DNB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (ia) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a DNB Subsidiary acting in a fiduciary capacity, (b) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iid) items permitted under Article IVthose described and reflected in the DNB Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryDNB and the DNB Subsidiaries, as lessee, has have the right under valid and subsisting enforceable leases of real and personal properties used by it DNB and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither DNB nor any DNB Subsidiary is in default under any lease for any real or personal property to which either DNB or any DNB Subsidiary is a party, and commitments to lease there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financialsa default. (b) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx 5.8.2. DNB and each DNB Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations their respective operations. DNB and similar in scope all DNB Subsidiaries maintain such fidelity bonds and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any errors and omissions insurance carrier that (i) such insurance will as may be cancelled customary or that coverage thereunder will be reduced required under applicable laws or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two yearsregulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx DNB and the Xxxxxx Subsidiaries have each DNB Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. 5.8.3. All real property owned by DNB or a DNB Subsidiary is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of DNB, threatened condemnation proceedings against such real property. DNB and the applicable DNB Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 5.8.1. Prudential and each Xxxxxx Prudential Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all assets and properties owned by Xxxxxx Prudential or such Xxxxxx each Prudential Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials Prudential Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (ia) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Prudential Subsidiary acting in a fiduciary capacity, (b) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iid) items permitted under Article IVthose described and reflected in the Prudential Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryPrudential and the Prudential Subsidiaries, as lessee, has have the right under valid and subsisting enforceable leases of real and personal properties used by it Prudential and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases Neither Prudential nor any Prudential Subsidiary is in default under any lease for any real or personal property to which either Prudential or any Prudential Subsidiary is a party, and commitments to lease there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financialsa default. (b) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx 5.8.2. Prudential and each Prudential Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations their respective operations. Prudential and similar in scope all Prudential Subsidiaries maintain such fidelity bonds and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any errors and omissions insurance carrier that (i) such insurance will as may be cancelled customary or that coverage thereunder will be reduced required under applicable laws or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two yearsregulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx Prudential and the Xxxxxx Subsidiaries have each Prudential Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. 5.8.3. All real property owned by Prudential or a Prudential Subsidiary is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of Prudential, threatened condemnation proceedings against such real property. Prudential and the applicable Prudential Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 5.9.1. MainSource and each Xxxxxx MainSource Subsidiary has, or will have as to property acquired after the date hereof, good and marketable title (and, as to for real property, marketable title in fee simple absolute, including, without limitation, all real property used as bank premises and all other real estate owned) to all material assets and properties owned by Xxxxxx MainSource or such Xxxxxx each MainSource Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials most recent MainSource Financial . Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetsMainSource Financial Statements), subject to no material encumbrances, liens, restrictions, options, charges, mortgages, security interests interests, pledges, land or pledgesconditional sales contracts, claims, or rights of third parties, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of Indianapolis, inter-bank credit facilities, reverse repurchase agreements or any transaction by MainSource or a MainSource Subsidiary acting in a fiduciary capacity, (ii) mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the ordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith. MainSource and (ii) items permitted under Article IV. Xxxxxx or any Xxxxxx each MainSource Subsidiary, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it MainSource and the MainSource Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases All real property owned or, to the Knowledge of MainSource, leased by MainSource or any MainSource Subsidiary is in compliance in all material respects with all applicable zoning and commitments land use laws. To MainSource’s Knowledge, all real property, machinery, equipment, furniture and fixtures owned or leased by MainSource or any MainSource Subsidiary that is material to lease constitute their respective businesses is structurally sound, in good operating condition (ordinary wear and tear excepted) and has been and is being maintained and repaired in the ordinary condition of business. 5.9.2. MainSource has provided Cheviot Financial with a list, and, if requested, a true, accurate and complete copy thereof of all policies of insurance (including, without limitation, bankers’ blanket bond, directors’ and officers’ liability insurance, property and casualty insurance, group health or will constitute operating leases hospitalization insurance and insurance providing benefits for both tax and financial accounting purposes and employees) owned or held by MainSource or any MainSource Subsidiary on the lease expense and minimum rental commitments date hereof or with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx MainSource or any Xxxxxx MainSource Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or pays any premiums. Each such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest policy is in the securities or other collateral securing the repurchase agreement, full force and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx effect and the Xxxxxx Subsidiaries currently all premiums due thereon have been paid when due. MainSource and each MainSource Subsidiary maintain insurance considered by Xxxxxx MainSource in good faith to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx MainSource nor any Xxxxxx MainSource Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx MainSource and the Xxxxxx Subsidiaries each MainSource Subsidiary have received each type of insurance coverage for which any of them has they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Traditions and each Xxxxxx Subsidiary of the Traditions Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx Traditions or such Xxxxxx any Traditions Subsidiary in the conduct of its businesstheir businesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Traditions Regulatory Reports and in the Xxxxxx Traditions Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for borrowed money from a Federal Home Loan Bank, (ii) inter-bank credit facilities, or any transaction by a Traditions Subsidiary acting in a fiduciary capacity, (iii) those reflected in the notes to the Traditions Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, and (iiv) the items permitted under Article IVdisclosed in Traditions Disclosure Schedule 2.11. Xxxxxx or any Xxxxxx SubsidiaryTraditions and the Traditions Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it Traditions and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in Traditions Disclosure Schedule 2.11, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Traditions Financials. (b) With respect to all agreements pursuant to which Xxxxxx Traditions or any Xxxxxx Traditions Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Traditions or such Xxxxxx Traditions Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx A true and complete copy of each agreement pursuant to which Traditions or any of the Traditions Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been delivered to ACNB and all such Leases are listed on Traditions Disclosure Schedule 2.11(c). Assuming due authorization, execution and delivery by each Party thereto other than Traditions or a Traditions Subsidiary party thereto, as the case may be, each Lease is enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the Xxxxxx availability of equitable remedies. Except as set forth on Traditions Disclosure Schedule 2.11(c), there is not under any such Lease any material existing default by Traditions or any of the Traditions Subsidiaries or, to the Knowledge of Traditions, any party thereto, or any event which with notice of lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in Traditions Disclosure Schedule 2.06 have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on Traditions. (d) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which Traditions and the Traditions Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Traditions. (e) A true and complete copy of each agreement pursuant to which Traditions or any of the Traditions Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been delivered to ACNB. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the Knowledge of Traditions, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on Traditions. (f) Traditions and the Traditions Subsidiaries currently maintain insurance considered by Xxxxxx Traditions to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx Traditions nor any Xxxxxx Traditions Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Traditions or any Xxxxxx Traditions Subsidiary under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three five (5) years Xxxxxx and the Xxxxxx Subsidiaries have Traditions has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx and each Xxxxxx Subsidiary has, or will have as to property acquired after the date hereof, Gateway has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary Gateway in the conduct of its business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Gateway Regulatory Reports and in the Xxxxxx Gateway Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York, inter-bank credit facilities, or any transaction by Gateway acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (ii) items permitted under Article IVfaith. Xxxxxx or any Xxxxxx SubsidiaryGateway, as lessee, has the right under valid and subsisting leases of real and material personal properties used by it Gateway in the conduct of its business businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as Previously Disclosed, such existing leases and material commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Gateway Financials. (b) With respect to all material agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary Gateway has purchased securities subject to an agreement to resell, if any, Xxxxxx Gateway has a lien or such Xxxxxx Subsidiary, as security interest (which to the case may be, has Knowledge of any Gateway Party is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries Gateway currently maintain maintains insurance considered by Xxxxxx Gateway to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedoperations. Neither Xxxxxx nor any Xxxxxx Subsidiary Gateway has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx or any Xxxxxx Subsidiary Gateway under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have Gateway has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. All policies of insurance maintained by Gateway have been Previously Disclosed. (d) Each real estate lease to which any Gateway Party or Gateway Subsidiary is a Party that requires the consent of the lessor or its agent resulting from the Mergers by virtue of the terms of any such lease, identifying the section of the lease that contains such prohibition or restriction, has been Previously Disclosed. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge, no Gateway Party or Gateway Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Ownership of Property; Insurance Coverage. (a) Xxxxxx First Federal Bancorp and each Xxxxxx First Federal Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx it or such Xxxxxx each First Federal Subsidiary in the conduct of its businessbusinesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx First Federal Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, inter-bank credit facilities, or any transaction by a First Federal Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith faith, (iii) non-monetary liens affecting real property that do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the First Federal Financials. Xxxxxx or any Xxxxxx SubsidiaryFirst Federal Bancorp and the First Federal Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it First Federal Bancorp and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all material agreements pursuant to which Xxxxxx First Federal Bancorp or any Xxxxxx First Federal Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx First Federal Bancorp or such Xxxxxx First Federal Subsidiary, as the case may be, has a lien or security interest (which to First Federal Bancorp’s Knowledge is a valid, perfected first lien or security interest lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx First Federal Bancorp and the Xxxxxx Subsidiaries each First Federal Subsidiary currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Except as Previously Disclosed, neither First Federal Bancorp nor any Xxxxxx Subsidiary First Federal Subsidiary, has received notice from any insurance carrier since December 31, 2010 that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09Previously Disclosed, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx First Federal Bancorp or any Xxxxxx First Federal Subsidiary under such policies during the past two years(other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx since December 31, 2010, First Federal Bancorp and the Xxxxxx Subsidiaries have each First Federal Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx CMTY and each Xxxxxx CMTY Subsidiary has, or and will have as to property acquired after the date hereof, good andgood, and as to real property, marketable marketable, title to all material assets and properties owned by Xxxxxx CMTY or such Xxxxxx Subsidiary in the conduct of its businessCMTY Subsidiary, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx CMTY Financials or acquired subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are set forth in CMTY Disclosure Schedule 4.09 or permitted under Article V hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, has amount or extent; and (vi) dispositions and encumbrances for adequate consideration in the ordinary course of business. CMTY and each CMTY Subsidiary have the right under valid and subsisting leases of real and personal material properties used by it CMTY or such CMTY Subsidiary in the conduct of its business their respective businesses to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx CMTY or any Xxxxxx CMTY Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx CMTY or such Xxxxxx Subsidiary, as the case may be, CMTY Subsidiary has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby, except to the extent that any failure to obtain such a lien or maintain such collateral would not, individually or in the aggregate, have a Material Adverse Effect. (c) Xxxxxx CMTY and the Xxxxxx Subsidiaries currently each CMTY Subsidiary maintain insurance in amounts considered by Xxxxxx CMTY to be reasonable for its operations their respective operations, and such insurance is similar in scope and coverage in all material respects to that maintained by other businesses similarly engagedsituated. Neither Xxxxxx CMTY nor any Xxxxxx CMTY Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09; except to the extent such cancellation, there are presently no material claims pending under reduction, elimination or increase would not have a Material Adverse Effect. (d) CMTY and each CMTY Subsidiary maintain such policies of fidelity bonds, directors’ and officers’ liability insurance and no notices have been given by Xxxxxx errors and omissions insurance as may be customary or any Xxxxxx Subsidiary required under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesapplicable laws or regulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Suburban has as to property owned by it, and each Xxxxxx Subsidiary has, or will have as to property acquired purchased by it after the date hereof, good and, as to real property, and marketable title to all assets and properties owned by Xxxxxx or such Xxxxxx Subsidiary in the conduct of its businessSuburban, whether such assets and properties are real or personal, tangible or intangible, including securities, assets and property properties reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Suburban Financials or acquired purchased by it subsequent thereto (except to the extent that such securities are held in any fiduciary or agency capacity and except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, or have been disposed of as obsolete since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except except: (i) those items that secure liabilities for borrowed money and that are described in Suburban Disclosure Schedule 2.9(a) or permitted under Article IV hereof; (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith; (iii) liens for current taxes not yet due and payable or that may thereafter be paid without penalty; (iiiv) items permitted under Article IV. Xxxxxx or any Xxxxxx Subsidiarypledges to secure deposits and other liens incurred in the ordinary course of banking business; (v) such imperfections of title, easements and encumbrances, if any, as lesseeare not material in character, amount or extent; and (vi) dispositions and encumbrances for what Suburban deemed to be adequate consideration in the ordinary course of business. (b) Suburban has the right under valid and subsisting leases of real and personal material properties used by it Suburban in the conduct of its business to occupy or and use all such properties in all material respects as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financialsit. (bc) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx Subsidiary Suburban has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, Suburban has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (cd) Xxxxxx and the Xxxxxx Subsidiaries currently maintain Suburban maintains insurance in amounts considered by Xxxxxx Suburban to be reasonable for its operations operations. Suburban will make available to Parent promptly after the execution of this Agreement true and similar in scope and coverage correct copies of all such policies. Suburban has not received written or, to that maintained by the Knowledge of Suburban, other businesses similarly engaged. Neither Xxxxxx nor any Xxxxxx Subsidiary has received notice from any insurance carrier that that: (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or ; or (ii) premium costs with respect to such policies of insurance will be materially substantially increased. Except . (e) Suburban maintains such fidelity bonds and errors and omissions insurance as disclosed on Xxxxxx Disclosure Schedule 2.09, there are presently no material claims pending may be customary in the business conducted by Suburban or required under such policies of insurance and no notices have been given by Xxxxxx applicable laws or any Xxxxxx Subsidiary under such policies during the past two years. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have received each type of insurance coverage for which any of them has applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiesregulations.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 4.9.1. Polonia and each Xxxxxx Polonia Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all assets and properties owned by Xxxxxx Polonia or such Xxxxxx each Polonia Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Polonia Regulatory Reports and in the Xxxxxx Financials Polonia Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (ia) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Polonia Subsidiary acting in a fiduciary capacity, (b) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iid) items permitted under Article IVthose described and reflected in the Polonia Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryPolonia and the Polonia Subsidiaries, as lessee, has have the right under valid and subsisting enforceable leases of real and personal properties used by it Polonia and the Polonia Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments Polonia is not a party to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect any agreement pursuant to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financialswhich it has securitized any of its assets. (b) 4.9.2. With respect to all agreements pursuant to which Xxxxxx Polonia or any Xxxxxx Polonia Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Polonia or such Xxxxxx Polonia Subsidiary, as the case may be, has a valid, perfected perfected, first priority lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx 4.9.3. Polonia and the Xxxxxx Subsidiaries each Polonia Subsidiary currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx Polonia nor any Xxxxxx Subsidiary Polonia Subsidiary, except as disclosed in Polonia Disclosure Schedule 4.9.3, has received notice from any insurance carrier during the past five years that (ia) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated, or (iib) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed set forth on Xxxxxx Polonia Disclosure Schedule 2.094.9.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Polonia or any Xxxxxx Polonia Subsidiary under such policies during the past two years(other than with respect to health or disability insurance). Polonia and all Polonia Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx Polonia and the Xxxxxx Subsidiaries have each Polonia Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. Polonia Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by Polonia and each Polonia Subsidiary. 4.9.4. All real property owned by Polonia or a Polonia Subsidiary is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of Polonia, threatened condemnation proceedings against such real property. Except as set forth in Polonia Disclosure Schedule 4.9.4, Polonia and the applicable Polonia Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970. Insurance is currently maintained on all property, including all owned real property, in amounts, scope and coverage reasonably necessary for its operations. Neither Polonia nor any Polonia Subsidiary has received any written notice of termination, nonrenewal or premium adjustment for such policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx Except as disclosed in the Carnegie Disclosure Schedule, Carnegie and each Xxxxxx Subsidiary hasthe Carnegie Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all assets and properties owned by Xxxxxx Carnegie or such Xxxxxx any Carnegie Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Carnegie Regulatory Reports and in the Xxxxxx Carnegie Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for borrowed money from a member bank or the Federal Reserve Bank, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith and (iiiii) items permitted under Article IVIV or (iv), as to real property, exceptions to title which are not material individually or in the aggregate. Xxxxxx or any Xxxxxx SubsidiaryCarnegie and the Carnegie Subsidiaries, as lessee, has have the right under valid and subsisting leases of real and personal properties used by it Carnegie and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such Except as disclosed in the Carnegie Disclosure Schedule, such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes Notes to the Xxxxxx Carnegie Financials. (b) With respect to all agreements pursuant to which Xxxxxx Carnegie or any Xxxxxx Carnegie Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx Carnegie or such Xxxxxx Carnegie Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx Carnegie and the Xxxxxx Carnegie Subsidiaries currently maintain insurance considered by Xxxxxx Carnegie to be reasonable for its their respective operations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Xxxxxx Carnegie nor any Xxxxxx Carnegie Subsidiary has received written notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be materially increasedsubstantially increased the effect of which would result in a Material Adverse Effect. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx Carnegie or any Xxxxxx Subsidiary Carnegie Bank under such policies during the past two yearspolicies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Xxxxxx and the Xxxxxx Subsidiaries have Carnegie has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies.

Ownership of Property; Insurance Coverage. (a) Xxxxxx 5.9.1. OFC and each Xxxxxx OFC Subsidiary has, or will have as to property acquired after the date hereof, has good and, as to real property, marketable title to all material assets and properties owned by Xxxxxx OFC or such Xxxxxx each OFC Subsidiary in the conduct of its businesstheir businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Xxxxxx Regulatory Reports and in the Xxxxxx Financials OFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a OFC Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iiiv) items permitted under Article IVthose described and reflected in the OFC Financial Statements. Xxxxxx or any Xxxxxx SubsidiaryOFC and the OFC Subsidiaries, as lessee, has have the right under valid and subsisting existing leases of real and personal properties used by it OFC and its Subsidiaries in the conduct of its business their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Xxxxxx Financials. (b) With respect to all agreements pursuant to which Xxxxxx or any Xxxxxx 5.9.2. OFC and each OFC Subsidiary has purchased securities subject to an agreement to resell, if any, Xxxxxx or such Xxxxxx Subsidiary, as the case may be, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Xxxxxx and the Xxxxxx Subsidiaries currently maintain insurance considered by Xxxxxx each of them to be reasonable for its operations and similar in scope and coverage to that maintained by other businesses similarly engagedtheir respective operations. Neither Xxxxxx OFC nor any Xxxxxx OFC Subsidiary has received notice from any insurance carrier during the past two years that (i) such insurance will be cancelled canceled or that coverage thereunder will be materially reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially substantially increased. Except as disclosed on Xxxxxx Disclosure Schedule 2.09, there There are presently no material claims pending under such policies of insurance and no notices have been given by Xxxxxx OFC or any Xxxxxx OFC Subsidiary under such policies during the past two years(other than with respect to health, disability, or worker’s compensation insurance). All such insurance is valid and enforceable and in full force and effecteffect in all material respects, and within the last three two years Xxxxxx OFC and the Xxxxxx Subsidiaries have each OFC Subsidiary has received each type of insurance coverage for which any of them it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. OFC DISCLOSURE SCHEDULE 5.9.3 identifies all material policies of insurance maintained by OFC and each OFC Subsidiary.