Ownership of Property; Insurance Coverage. 4.10.1. CNB and each CNB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by CNB or each CNB 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 CNB 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), 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 CNB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB and the CNB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB and the CNB Subsidiaries in the conduct of 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 CNB Financial Statements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NBT Bancorp Inc), Agreement and Plan of Merger (CNB Bancorp Inc /Ny/)
Ownership of Property; Insurance Coverage. 4.10.1. CNB 5.10.1 AFC and each CNB AFC Subsidiary has good and, as to real property, marketable title to all assets and properties owned by CNB AFC or each CNB Subsidiary AFC Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the most recent CNB AFC 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 sheetconsolidated statement of financial condition), 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 FHLBAFC, inter-bank credit facilities, reverse repurchase agreements or any transaction by a CNB AFC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB AFC and the CNB AFC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB AFC and the CNB AFC Subsidiaries in the conduct of 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 CNB AFC Financial Statements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliance Financial Corp /Ny/), Agreement and Plan of Merger (Bridge Street Financial Inc)
Ownership of Property; Insurance Coverage. 4.10.1. CNB 4.10.1 Except as set forth in ALFC Disclosure Schedule 4.10, ALFC and each CNB ALFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CNB ALFC or each CNB ALFC 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 CNB ALFC 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), 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 CNB an ALFC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB ALFC and the CNB ALFC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB ALFC and the CNB ALFC Subsidiaries in the conduct of 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 CNB ALFC Financial Statements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flushing Financial Corp), Agreement and Plan of Merger (Atlantic Liberty Financial Corp)
Ownership of Property; Insurance Coverage. 4.10.1. CNB FCB and each CNB FCB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by CNB FCB or each CNB FCB 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 CNB FCB 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), 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 CNB FCB Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB FCB and the CNB FCB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB FCB and the CNB FCB Subsidiaries in the conduct of 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 CNB FCB Financial Statements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity Bankshares Inc)
Ownership of Property; Insurance Coverage. 4.10.1. CNB 5.9.1 CB and each CNB CB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by CNB CB or each CNB Subsidiary such CB Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the most recent CNB CB 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 sheetconsolidated statement of financial condition), subject to no encumbrances, liens, mortgages, security interests or pledges, except 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 CNB an CB Subsidiary acting in a fiduciary capacity, ; and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB CB and the CNB CB Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB CB and the CNB CB Subsidiaries in the conduct of 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 CNB CB Financial Statements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FedFirst Financial Corp)
Ownership of Property; Insurance Coverage. 4.10.1. CNB 4.10.1 Commerce and each CNB Commerce Subsidiary has good and, as to real property, marketable title to all assets and properties owned by CNB Commerce or each CNB Subsidiary such Commerce Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the most recent CNB Commerce 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 sheetconsolidated statement of financial condition), 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 CNB Commerce Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB Commerce and the CNB Commerce Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB Commerce and the CNB Commerce Subsidiaries in the conduct of 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 CNB Commerce Financial Statements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hills Bancorp Inc)
Ownership of Property; Insurance Coverage. 4.10.1. CNB 4.9.1 Partners and each CNB Partners Subsidiary has good and, as to real property, marketable marketable, title to all assets and properties owned by CNB or Partners and each CNB Partners Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible tangible, or intangible, including assets and property reflected in the balance sheet sheets contained in the most recent CNB Partners Regulatory Reports and in the Partners 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 sheetsheets), subject to no encumbrances, liens, mortgages, security interests interests, or pledges, and except for (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 CNB Partners Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB Partners and the CNB Partners Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB Partners and the CNB its Subsidiaries in the conduct of 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 CNB Partners Financial Statements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Clover Leaf Financial Corp.)
Ownership of Property; Insurance Coverage. 4.10.1. CNB 5.10.1 XXX and each CNB XXX Subsidiary has good and, as to real property, marketable title to all assets and properties owned by CNB XXX or each CNB Subsidiary such XXX Subsidiary, as applicable, 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 most recent consolidated statement of financial condition contained in the most recent CNB XXX 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 sheetconsolidated statement of financial condition), 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 CNB an XXX Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. CNB XXX and the CNB XXX Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by CNB XXX and the CNB XXX Subsidiaries in the conduct of 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 CNB XXX Financial Statements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Salisbury Bancorp Inc)