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

Ownership of Property; Insurance Coverage. (a) Except as set forth in the Disclosure Letter, Seller and each Seller Subsidiary has good and, as to real property, marketable title to all assets and properties owned by Seller or each Seller 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 sheet contained in the most recent Seller 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effect), subject to no 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, reverse repurchase agreements or any transaction by a Seller Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Seller and the Seller Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Seller and the Seller Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real property. 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 respects in the notes to the Seller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction.

Ownership of Property; Insurance Coverage. (a) 4.10.1. Except as set forth in the Disclosure LetterHRB DISCLOSURE SCHEDULE 4.10, Seller HRB and each Seller HRB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Seller HRB or each Seller HRB 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 sheet sheets contained in the most recent Seller HRB Regulatory Reports and in the HRB 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), 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, reverse repurchase agreements or any transaction by a Seller an HRB Subsidiary 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, and (iv) those described and reflected in the HRB Financial Statements. Seller HRB and the Seller HRB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Seller HRB and the Seller its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real propertythem. 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 Seller HRB Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction.

Ownership of Property; Insurance Coverage. (a) Except as set forth in the Disclosure Letter, Seller FC Bancorp and each Seller Subsidiary has of the FC Bancorp 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 Seller FC Bancorp or each Seller any FC Bancorp Subsidiary in the conduct of its businessestheir businesses (“Owned Properties”), whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent Seller Financial Statements FC Bancorp Regulatory Reports and in the FC Bancorp 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), subject to no 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 FHLB, (ii) inter-bank credit facilities, reverse repurchase agreements or any transaction by a Seller FC Bancorp Subsidiary acting in a fiduciary capacity, (iiiii) those reflected in the notes to the FC Bancorp Financials, (iv) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (v) the items disclosed in FC Bancorp Disclosure Schedule 2.11 (collectively the “FC Bancorp Permitted Encumbrances”). Seller FC Bancorp and the Seller FC Bancorp Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Seller FC Bancorp and the Seller its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real propertythem. Such Except as disclosed in Section FC Bancorp 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 all respects in the notes to the Seller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restrictionFC Bancorp Financials.

Ownership of Property; Insurance Coverage. (a) Except as set forth in the First Bell Bancorp Disclosure LetterSchedule 3.09(a), Seller and First Bell Bancorp axx xhe Bell Federal Savings each Seller Subsidiary has good and, as to real tx xxal property, marketable marxxxxble title to all material assets and properties owned by Seller First Bell Bancorp or each Seller Subsidiary Bell Federal Savings in the conduct of its businessestheir busixxxx, whether such assets suxx xssets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent Seller Financial Statements First Bell Bancorp Regulatory Reports and in the First Bell Bancorp Fixxxxials or acquired subsequent thereto (except to xx the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), subject to no encumbrances, liens, mortgages, security interests or pledges, or to the Knowledge of First Bell Bancorp, adverse encumbrances, except (i) those items which whxxx secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBthe FHLB of Pittsburgh, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Seller Subsidiary Bell Federal Savings acting in a fiduciary capacity, and (ii) statutory sxxxxtory liens for amounts not yet delinquent or which are being contested in good faith. Seller First Bell Bancorp and the Seller SubsidiariesBell Federal Savings, as lessee, have the right under uxxxx valid and existing suxxxxting leases of real and personal properties used by Seller First Bell Bancorp and the Seller Subsidiaries Bell Federal Savings in the conduct of their businesses busxxxxs to occupy or use ox xxe all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real propertythem. 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 respects in the notes to the Seller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restrictionFirst Bell Bancorp Financials.

Ownership of Property; Insurance Coverage. (a) Except as set forth disclosed in the WJB Disclosure LetterSchedule, Seller WJB and each Seller Subsidiary has the WJB 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 Seller WJB or each Seller any WJB 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 sheet sheets contained in the most recent Seller Financial Statements WJB Regulatory Reports and in the WJB 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which that secure liabilities for public that are reflected in such balance sheets or statutory obligations the notes thereto or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Seller Subsidiary acting that secure liabilities incurred in a fiduciary capacitythe ordinary course of business after the date of the last such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithfaith and (iii) items permitted under Article IV and encumbrances, liens, mortgages, security interests and pledges that do not in the aggregate have a Material Adverse Effect on WJB. Seller WJB and the Seller WJB Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Seller WJB and the Seller its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them and (iii) encumbrances them. Except as disclosed in the WJB Disclosure Schedule, WJB believes that do not materially affect the marketability of any title to real property. Such 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 respects in the notes Notes to the Seller Financial Statements. Each real estate lease that will require WJB financial statements as of December 31, 1994 and 1993 and for the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restrictionperiods ended December 31, 1992, 1993 and 1994.

Ownership of Property; Insurance Coverage. (a) Except as set forth in the Disclosure Letter, Douglass and Seller and Bank, each Seller Subsidiary has have good and, as to real propertypropertx, marketable xxxxxtable title to all assets and properties owned by Douglass or Seller or each Seller Subsidiary Bank in the conduct of its businesses, whether such assets whethex xxxx xssets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheet contained in the most recent Seller 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effect), subject to no 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, reverse repurchase agreements or any transaction by a Seller Subsidiary Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Douglass and Seller and the Seller SubsidiariesBank, as lessee, have the right under valid and existing xxx xxxxting leases of real and personal properties used by Douglass and Seller and the Seller Subsidiaries Bank in the conduct of their businesses to occupy or oxxxxx xx use all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real property. 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 respects in the notes to the Seller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger this Agreement or otherwise as a result of the Merger or the Bank Merger Agreement by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restriction.

Ownership of Property; Insurance Coverage. (a) Except as set forth in Marked Tree Bancshares and the Disclosure Letter, Seller Marked Tree Bancshares Subsidiaries have good and each Seller Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Seller Marked Tree Bancshares or each Seller any Marked Tree Bancshares 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 sheet sheets contained in the most recent Seller Financial Statements Marked Tree Bancshares Regulatory Reports and in the Marked Tree Bancshares Financials 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBany Federal Reserve Bank or any Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Seller Marked Tree Bancshares Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and (iii) items permitted under Article IV of this Agreement. Seller Marked Tree Bancshares and the Seller Marked Tree Bancshares Subsidiaries, as lesseelessees, have the right under valid and existing subsisting leases of real and personal properties used by Seller Marked Tree Bancshares and the Seller its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real propertythem. 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 respects in the notes to the Seller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restrictionMarked Tree Bancshares Financials.

Ownership of Property; Insurance Coverage. (a) Except Madison and the Madison Subsidiaries have, or will have as set forth in to property acquired after the Disclosure Letterdate hereof, Seller and each Seller Subsidiary has good and, as to real property, marketable title to all assets and properties owned by Seller Madison or each Seller any Madison 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 sheet sheets contained in the most recent Seller Financial Statements Madison Regulatory Reports and in the Madison 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 sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items which that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Seller Subsidiary acting in a fiduciary capacityborrowed money and that are described on the Madison Disclosure Schedule, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) items permitted under Article IV of this Agreement, (iv) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (v) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, (vi) as reflected on the consolidated statement of financial condition of Madison as of December 31, 2003 and (vii) such as would not reasonably be expected to have a Material Adverse Effect. Seller Madison and the Seller Madison Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Seller Madison and the Seller its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them and (iii) encumbrances that do not materially affect the marketability of any title to real propertythem. 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 respects in the notes Notes to the Seller Financial Statements. Each real estate lease that will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restrictionMadison Financials.

Ownership of Property; Insurance Coverage. (a) Except as set forth in the Disclosure Letter, Seller Riverview and each Seller Riverview Subsidiary has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by Seller Riverview or each Seller any Riverview 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 sheet sheets contained in the most recent Seller Riverview Regulatory Reports and in the Riverview 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, business since the date of such balance sheet and except to the extent that the failure to have good title to any personal property would not reasonably be expected to have a Material Adverse Effectsheets), subject to no encumbrances, liens, mortgages, security interests or pledgesmaterial Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, FRB, inter-bank credit facilities, reverse repurchase agreements facilities or any transaction by a Seller Riverview Subsidiary acting in a fiduciary capacity, (ii) statutory liens Liens for amounts not yet delinquent or which that 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, and (iv) those described and reflected in the Riverview Financial Statements (together “Riverview Permitted Liens”). Seller Such securities are valued on the books of Riverview and each of the Riverview Subsidiaries in accordance with GAAP. Riverview and the Seller Riverview Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Seller Riverview and the Seller Riverview Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them them. Neither Riverview nor any Riverview Subsidiary is in default in any material respect under any lease for any real or personal property to which either Riverview or any Riverview Subsidiary is a party, and (iii) encumbrances that do there has not materially affect occurred any event that, with lapse of time or the marketability giving of any title to real property. Such existing leases and commitments to lease notice or both, would constitute such default, except for such defaults that, either individually 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 respects in the notes to the Seller Financial Statements. Each real estate lease that aggregate, will require the consent of the lessor or its agent to consummate the effects intended by the Merger or otherwise as not have a result of the Merger or the Bank Merger by virtue of the terms of any such lease is listed in the Disclosure Letter identifying the section of the lease that contains such prohibition or restrictionMaterial Adverse Effect on Riverview.