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

Ownership of Property; Insurance Coverage. (a) Fox Chase and each Fox Chase Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase or any Fox Chase Subsidiary 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 Fox Chase Regulatory Reports and in the Fox Chase 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 Liens, 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 Fox Chase Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or 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 Fox Chase Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase and the Fox Chase Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase and the Fox Chase Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase nor any Fox Chase Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase or any Fox Chase Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Univest Corp of Pennsylvania), Agreement and Plan of Merger (Fox Chase Bancorp Inc)

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Ownership of Property; Insurance Coverage. (a) Fox Chase First Priority and each Fox Chase First Priority Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase First Priority or any Fox Chase First Priority Subsidiary 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 Fox Chase First Priority Regulatory Reports and in the Fox Chase First Priority 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 Liens, 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, facilities or any transaction by a Fox Chase First Priority Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or 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 Fox Chase First Priority Financial StatementsStatements (together “First Priority Permitted Liens”). Such securities are valued on the books of Fox Chase First Priority and each of the Fox Chase First Priority Subsidiaries in accordance with GAAP. Fox Chase First Priority and the Fox Chase First Priority Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase First Priority and the Fox Chase First Priority Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase First Priority nor any Fox Chase First Priority Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase First Priority or any Fox Chase First Priority Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseFirst Priority.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Priority Financial Corp.), Agreement and Plan of Merger (Mid Penn Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Fox Chase FNBPA and each Fox Chase FNBPA Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase FNBPA or any Fox Chase FNBPA Subsidiary 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 Fox Chase FNBPA Regulatory Reports and in the Fox Chase FNBPA 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 Liensencumbrances, 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 Fox Chase an FNBPA Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens 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 Fox Chase FNBPA Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase FNBPA and the Fox Chase FNBPA Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase FNBPA and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase FNBPA nor any Fox Chase FNBPA Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase FNBPA or any Fox Chase FNBPA Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseFNBPA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Juniata Valley Financial Corp)

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.9.1 RBPI and each Fox Chase RBPI Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase RBPI or any Fox Chase each RBPI Subsidiary 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 Fox Chase RBPI Regulatory Reports and in the Fox Chase 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 business Business, since the date of such balance sheets), subject to no material Liens, 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 inter‑bank credit facilities, or any transaction by a Fox Chase RBPI Subsidiary acting in a fiduciary capacity, (iib) statutory Liens for amounts not yet delinquent or that which are being contested in good faith, (iiic) non-monetary non‑monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (ivd) those described and reflected in the Fox Chase RBPI Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase RBPI and the Fox Chase RBPI Subsidiaries, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by Fox Chase RBPI and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase RBPI nor any Fox Chase RBPI Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase RBPI or any Fox Chase RBPI Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default, except for such defaults that, either individually or in the aggregate, will . RBPI is not have a Material Adverse Effect on Fox Chaseparty to any agreement pursuant to which it has securitized any of its assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Bancshares of Pennsylvania Inc)

Ownership of Property; Insurance Coverage. (a) Fox Chase Penns Xxxxx and each Fox Chase Penns Xxxxx Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary 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 Fox Chase Penns Xxxxx Regulatory Reports and in the Fox Chase Penns Xxxxx 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 Liens, 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 Fox Chase Penns Xxxxx Subsidiary acting in a fiduciary capacity, (ii) statutory Liens liens for amounts not yet delinquent or that are being contested in good faith, (iii) non-monetary Liens 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 Fox Chase Penns Xxxxx Financial Statements. Such securities are valued on the books of Fox Chase Penns Xxxxx and each of the Fox Chase Penns Xxxxx Subsidiaries in accordance with GAAP. Fox Chase Penns Xxxxx and the Fox Chase Penns Xxxxx Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Penns Xxxxx and the Fox Chase Penns Xxxxx Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase Penns Xxxxx nor any Fox Chase Penns Xxxxx Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChasePenns Xxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penns Woods Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Fox Chase Brunswick and each Fox Chase Brunswick Subsidiary has good and, as to real property and securities, marketable title to all material assets and properties owned, and as to securities held, by Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary 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 Fox Chase Brunswick Regulatory Reports and in the Fox Chase Brunswick 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 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, facilities or any transaction by a Fox Chase Brunswick Subsidiary acting in a fiduciary capacity, (ii) statutory Liens for amounts not yet delinquent or 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 Fox Chase Brunswick Financial StatementsStatements (together “Brunswick Permitted Liens”). Such securities are valued on the books of Fox Chase Brunswick and each of the Fox Chase Brunswick Subsidiaries in accordance with GAAP. Fox Chase Brunswick and the Fox Chase Brunswick Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Fox Chase Brunswick and the Fox Chase Brunswick Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase Brunswick nor any Fox Chase Brunswick Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase Brunswick or any Fox Chase Brunswick Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox ChaseBrunswick.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mid Penn Bancorp Inc)

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Ownership of Property; Insurance Coverage. (a) Fox Chase 4.9.1. RBPI and each Fox Chase RBPI Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase RBPI or any Fox Chase each RBPI Subsidiary 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 Fox Chase RBPI Regulatory Reports and in the Fox Chase 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 business Business, since the date of such balance sheets), subject to no material Liens, 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 Fox Chase RBPI Subsidiary acting in a fiduciary capacity, (iib) statutory Liens for amounts not yet delinquent or that which are being contested in good faith, (iiic) non-monetary Liens affecting real property which do not adversely affect the value or use of such real property, and (ivd) those described and reflected in the Fox Chase RBPI Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase RBPI and the Fox Chase RBPI Subsidiaries, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by Fox Chase RBPI and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase RBPI nor any Fox Chase RBPI Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase RBPI or any Fox Chase RBPI Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default, except for such defaults that, either individually or in the aggregate, will . RBPI is not have a Material Adverse Effect on Fox Chaseparty to any agreement pursuant to which it has securitized any of its assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bryn Mawr Bank Corp)

Ownership of Property; Insurance Coverage. (a) Fox Chase 5.8.1. DNB and each Fox Chase DNB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase DNB or any Fox Chase each DNB Subsidiary 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 Fox Chase Regulatory Reports and in the Fox Chase 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 business, since the date of such balance sheets), subject to no material Liensencumbrances, 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 Fox Chase DNB Subsidiary acting in a fiduciary capacity, (iib) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iiic) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (ivd) those described and reflected in the Fox Chase DNB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase DNB and the Fox Chase DNB Subsidiaries, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by Fox Chase DNB and the Fox Chase its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase DNB nor any Fox Chase DNB Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase DNB or any Fox Chase DNB Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default, except for such defaults that, either individually or in the aggregate, will not have a Material Adverse Effect on Fox Chase.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DNB Financial Corp /Pa/)

Ownership of Property; Insurance Coverage. (a) Fox Chase 4.9.1. CFB and each Fox Chase CFB Subsidiary has good and, as to real property and securitiesproperty, marketable title to all material assets and properties owned, and as to securities held, owned by Fox Chase CFB or any Fox Chase each CFB Subsidiary 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 Fox Chase CFB Regulatory Reports and in the Fox Chase CFB 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 sheets), subject to no material Liensencumbrances, 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 Fox Chase CFB Subsidiary acting in a fiduciary capacity, (iib) statutory Liens liens for amounts not yet delinquent or that which are being contested in good faith, (iiic) non-monetary Liens liens affecting real property which do not adversely affect the value or use of such real property, and (ivd) those described and reflected in the Fox Chase CFB Financial Statements. Such securities are valued on the books of Fox Chase and each of the Fox Chase Subsidiaries in accordance with GAAP. Fox Chase CFB and the Fox Chase CFB Subsidiaries, as lessee, have the right under valid and existing enforceable leases of real and personal properties used by Fox Chase CFB and the Fox Chase CFB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Fox Chase CFB nor any Fox Chase CFB Subsidiary is in default in any material respect under any lease for any real or personal property to which either Fox Chase CFB or any Fox Chase CFB Subsidiary is a party, party and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default, except for such defaults that, either individually or in the aggregate, will . CFB is not have a Material Adverse Effect on Fox Chaseparty to any agreement pursuant to which it has securitized any of its assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emclaire Financial Corp)

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