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

Ownership of Property; Insurance Coverage. (a) Mid Penn and each Mid Penn 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 Mid Penn or any Mid Penn 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 Mid Penn Regulatory Reports and in the Mid Penn 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 Mid Penn 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 Mid Penn Financial Statements. Such securities are valued on the books of Mid Penn and each of the Mid Penn Subsidiaries in accordance with GAAP. Mid Penn and the Mid Penn Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Mid Penn and Mid Penn Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Mid Penn nor any Mid Penn Subsidiary is in default in any material respect under any lease for any real or personal property to which either Mid Penn or any Mid Penn 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 Mid Penn.

Appears in 5 contracts

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

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Ownership of Property; Insurance Coverage. (a) Mid Penn Univest and each Mid Penn Univest 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 Mid Penn Univest or any Mid Penn Univest 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 Mid Penn Univest Regulatory Reports and in the Mid Penn Univest 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 Mid Penn Univest 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 Mid Penn Univest Financial Statements. Such securities are valued on the books of Mid Penn Univest and each of the Mid Penn Univest Subsidiaries in accordance with GAAP. Mid Penn Univest and the Mid Penn Univest Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Mid Penn Univest and Mid Penn Univest Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Mid Penn Univest nor any Mid Penn Univest Subsidiary is in default in any material respect under any lease for any real or personal property to which either Mid Penn Univest or any Mid Penn Univest 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 Mid PennUnivest.

Appears in 3 contracts

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

Ownership of Property; Insurance Coverage. (a) Mid Penn Luzerne and each Mid Penn Luzerne 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 Mid Penn Luzerne or any Mid Penn Luzerne 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 Mid Penn Luzerne Regulatory Reports and in the Mid Penn Luzerne 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 Mid Penn Luzerne 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 Mid Penn Luzerne Financial Statements. Such securities are valued on the books of Mid Penn Luzerne and each of the Mid Penn Luzerne Subsidiaries in accordance with GAAP. Mid Penn Luzerne and the Mid Penn Luzerne Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Mid Penn Luzerne and Mid Penn the Luzerne Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Mid Penn Luzerne nor any Mid Penn Luzerne Subsidiary is in default in any material respect under any lease for any real or personal property to which either Mid Penn Luzerne or any Mid Penn Luzerne 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 Mid PennLuzerne.

Appears in 1 contract

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

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Ownership of Property; Insurance Coverage. (a) Mid Penn and each Mid Penn 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 Mid Penn or any Mid Penn 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 Mid Penn Regulatory Reports and in the Mid Penn 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 Mid Penn 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 Mid Penn Financial Statements. Such securities are valued on the books of Mid Penn and each of the Mid Penn Subsidiaries in accordance with GAAP. Mid Penn and the Mid Penn Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Mid Penn and Mid Penn Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither Mid Penn nor any Mid Penn Subsidiary is in default in any material respect under any lease for any real or personal property to which either Mid Penn or any Mid Penn 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 Mid Penn.

Appears in 1 contract

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

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