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

Ownership of Property; Insurance Coverage. 5.9.1. Northwest Bancshares and each Northwest Bancshares Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northwest Bancshares or each Northwest Bancshares Subsidiary in the conduct of its 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 Northwest Bancshares Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of 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 Pittsburgh, inter-bank credit facilities, reverse repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Northwest Bancshares and each Northwest Bancshares Subsidiary, as lessee, have the right under valid and existing leases of real and personal properties used by Northwest Bancshares and the Northwest Bancshares Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. Northwest Bancshares and each Northwest Bancshares Subsidiary currently maintain insurance considered by Northwest Bancshares to be reasonable for their respective operations. Neither Northwest Bancshares nor any Northwest Bancshares Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northwest Bancshares and each Northwest Bancshares Subsidiary have received each type of insurance coverage for which 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. 5.9.1. Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northwest Bancshares Northfield Bancorp or each Northwest Bancshares Northfield Bancorp Subsidiary in the conduct of its 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 Northwest Bancshares Northfield Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of 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 PittsburghNew York, inter-bank credit facilities, reverse revenue repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares Northfield Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Northwest Bancshares Northfield Bancorp and the Northwest Bancshares Subsidiaries Northfield Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary currently maintain insurance considered by Northwest Bancshares Northfield Bancorp to be reasonable for their respective operations. Neither Northwest Bancshares Northfield Bancorp nor any Northwest Bancshares Northfield Bancorp Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary have received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiespolicies except as disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.1. Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northwest Bancshares Northfield Bancorp or each Northwest Bancshares Northfield Bancorp Subsidiary in the conduct of its 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 Northwest Bancshares Northfield Bancorp Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of 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 PittsburghNew York, inter-bank credit facilities, reverse revenue repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares Northfield Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Northwest Bancshares Northfield Bancorp and the Northwest Bancshares Subsidiaries Northfield Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary currently maintain insurance considered by Northwest Bancshares Northfield Bancorp to be reasonable for their respective operations. Neither Northwest Bancshares Northfield Bancorp nor any Northwest Bancshares Northfield Bancorp Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northwest Bancshares Northfield Bancorp and each Northwest Bancshares Northfield Bancorp Subsidiary have received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiespolicies except as disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.1. Northwest Bancshares (a) ACNB and each Northwest Bancshares Subsidiary of the ACNB Subsidiaries 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 Northwest Bancshares ACNB or each Northwest Bancshares any ACNB Subsidiary in the conduct of its their 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 Northwest Bancshares Financial Statements ACNB Regulatory Reports and in the ACNB 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 repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to the FHLB of Pittsburgh, (ii) inter-bank credit facilities, reverse repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares ACNB Subsidiary acting in a fiduciary capacity, and (iiiii) those reflected in the notes to the ACNB Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (v) the items disclosed in ACNB Disclosure Schedule 3.10 (collectively the “ACNB Permitted Encumbrances”). Northwest Bancshares ACNB and each Northwest Bancshares Subsidiarythe ACNB Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Northwest Bancshares ACNB and the Northwest Bancshares its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Except as disclosed in ACNB Disclosure Schedule 3.10, 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 ACNB Financials. 5.9.2. Northwest Bancshares (b) ACNB and each Northwest Bancshares Subsidiary the ACNB Subsidiaries currently maintain insurance considered by Northwest Bancshares ACNB to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Northwest Bancshares ACNB nor any Northwest Bancshares ACNB Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled cancelled or that coverage thereunder will be reduced or eliminated. All , or (ii) premium costs with respect to such insurance is valid and enforceable and in full force and effect, and within the last three years Northwest Bancshares and each Northwest Bancshares Subsidiary have received each type policies of insurance coverage for which they have applied and during such periods have not been denied indemnification for any will be substantially increased. There are presently no material claims submitted pending under such policies of insurance and no notices have been given by ACNB or any of their insurance ACNB Subsidiary under such policies.

Ownership of Property; Insurance Coverage. 5.9.1. Northwest Bancshares and each Northwest Bancshares Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northwest Bancshares or each Northwest Bancshares Subsidiary in the conduct of its 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 Northwest Bancshares Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of 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 Pittsburgh, inter-bank credit facilities, reverse repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Northwest Bancshares and each Northwest Bancshares Subsidiary, as lessee, have the right under valid and existing leases of real and personal properties used by Northwest Bancshares and the Northwest Bancshares Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.43 5.9.2. Northwest Bancshares and each Northwest Bancshares Subsidiary currently maintain insurance considered by Northwest Bancshares to be reasonable for their respective operations. Neither Northwest Bancshares nor any Northwest Bancshares Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northwest Bancshares and each Northwest Bancshares Subsidiary have received each type of insurance coverage for which 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. 5.9.1. Northwest Bancshares ISBC and each Northwest Bancshares ISBC Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northwest Bancshares ISBC or each Northwest Bancshares ISBC Subsidiary in the conduct of its 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 Northwest Bancshares ISBC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of 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 PittsburghNew York, inter-bank credit facilities, reverse repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares ISBC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Northwest Bancshares ISBC and each Northwest Bancshares ISBC Subsidiary, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Northwest Bancshares ISBC and the Northwest Bancshares Subsidiaries ISBC Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. Northwest Bancshares ISBC and each Northwest Bancshares ISBC Subsidiary currently maintain insurance considered by Northwest Bancshares ISBC to be reasonable for their respective operations. Neither Northwest Bancshares ISBC nor any Northwest Bancshares ISBC Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northwest Bancshares ISBC and each Northwest Bancshares ISBC Subsidiary have received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policiespolicies except as disclosed in ISBC DISCLOSURE SCHEDULE 5.9.2.

Ownership of Property; Insurance Coverage. 5.9.14.9.1. Northwest Bancshares NHBT and each Northwest Bancshares NHBT Subsidiary have has good and, as to real property, marketable title to all material assets and properties owned by Northwest Bancshares NHBT or each Northwest Bancshares NHBT Subsidiary in the conduct of its their 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 Northwest Bancshares NHBT Regulatory Reports and in the NHBT Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of 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 (ia) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of PittsburghFHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by Northwest Bancshares or a Northwest Bancshares NHBT Subsidiary acting in a fiduciary capacity, and (iib) statutory liens for amounts not yet delinquent or which are being contested in good faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (d) those described and reflected in the NHBT Financial Statements. Northwest Bancshares NHBT and each Northwest Bancshares Subsidiarythe NHBT Subsidiaries, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by Northwest Bancshares NHBT and the Northwest Bancshares NHBT Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. NHBT is not a party to any agreement pursuant to which it has securitized any of its assets. 5.9.24.9.2. Northwest Bancshares With respect to all agreements pursuant to which NHBT or any NHBT Subsidiary has purchased securities subject to an agreement to resell, if any, NHBT or such NHBT Subsidiary, as the case may be, has a valid, 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. 4.9.3. NHBT and each Northwest Bancshares NHBT Subsidiary currently maintain insurance considered by Northwest Bancshares each of them to be reasonable for their respective operations. Neither Northwest Bancshares NHBT nor any Northwest Bancshares Subsidiary NHBT Subsidiary, except as disclosed in NHBT Disclosure Schedule 4.9.3, has received notice from any insurance carrier during the past five years that (a) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (b) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except as set forth on NHBT Disclosure Schedule 4.9.3, there are presently no claims pending under such policies of insurance and no notices have been given by NHBT or any NHBT Subsidiary under such policies (other than with respect to health or disability insurance). NHBT and all NHBT 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 Northwest Bancshares NHBT and each Northwest Bancshares NHBT Subsidiary have has received each type of insurance coverage for which they have 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. NHBT Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by NHBT and each NHBT Subsidiary. 4.9.4. All real property owned by NHBT or a NHBT 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 NHBT, threatened condemnation proceedings against such real property. NHBT and the applicable NHBT 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 NHBT nor any NHBT Subsidiary has received any written notice of termination, nonrenewal or premium adjustment for such policies.