Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Peoples Bancorp Inc /De/), Agreement (First Home Bancorp Inc \Nj\), Agreement and Plan of Merger (Main Street Bancorp Inc)
Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 3 contracts
Samples: Stock Option Agreement (Carnegie Bancorp), Agreement (Sovereign Bancorp Inc), Stock Option Agreement (Bankers Corp)
Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials Regulatory Reports and in the Sovereign Regulatory Reports 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 that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 2 contracts
Samples: Stock Option Agreement (Sovereign Bancorp Inc), Stock Option Agreement (Ml Bancorp Inc)
Ownership of Property; Insurance Coverage. (a) Sovereign PSB and the Sovereign PSB Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign PSB or any of its Subsidiaries in the conduct of 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 Sovereign Financials PSB Regulatory Reports and in the Sovereign Regulatory Reports PSB 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 that are described in the Sovereign PSB Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign PSB and the Sovereign PSB Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign PSB and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 2 contracts
Samples: Stock Option Agreement (PSB Bancorp Inc), Stock Option Agreement (PSB Bancorp Inc)
Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Essex Bancorp Inc), Agreement and Plan of Merger (Sovereign Bancorp Inc)
Ownership of Property; Insurance Coverage. (a) Sovereign and JADE has, or will have as to property acquired after the Sovereign Subsidiaries have date hereof, good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries JADE in the conduct of their businessesits 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 Sovereign Financials JADE Regulatory Reports and in the Sovereign Regulatory Reports JADE 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 that are described in the Sovereign JADE Disclosure Schedule or permitted under Article IV hereof, hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign SubsidiariesJADE, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries JADE in the conduct of their its businesses to occupy and or use all such properties as presently occupied and used by each of themit.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jade Financial Corp), Agreement and Plan of Merger (PSB Bancorp Inc)
Ownership of Property; Insurance Coverage. (a) Sovereign Granite State and the Sovereign Granite State Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Sovereign Granite State or any of its Subsidiaries in the conduct of 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 Sovereign Granite State Financials and in the Sovereign Regulatory Reports 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 that secure liabilities for borrowed money and that are described in the Sovereign Granite State Disclosure Schedule or permitted under described in Section 4.01(v) of Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign Granite State and the Sovereign Granite State Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign Granite State and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Granite State Bankshares Inc)
Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports 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 that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements and encumbrances , if any, as are not material in character, amount or extent and (v) as reflected on the consolidated statement of financial condition of Sovereign as of September 30, 2003 included in Sovereign's Securities Documents . Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them.
Appears in 1 contract