Prairie Confidential Schedule 3 Sample Clauses

Prairie Confidential Schedule 3. 09 identifies all real property, other than foreclosed Other Real Estate Owned Property (“OREO Property”) that, as of the date of this Agreement is (i) owned by Prairie or any of its Subsidiaries (“Owned Real Property”), or (ii) leased pursuant to which Prairie or any of its Subsidiaries is a party, either as a lessor or lessee (“Leased Real Property”). Prairie or any of its Subsidiaries (a) has good and marketable title to all its Owned Real Property; (b) holds valid and enforceable leases for all its Leased Real Property; (c) owns all of its personal property reflected on the Prairie Financial Statements; and (d) holds valid and enforceable leases for all leased personal property used by Prairie or any of its Subsidiaries, in each case free and clear of all mortgages and all other Liens, except for such minor imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby, or which, individually or in the aggregate, would not have a Material Adverse Change on Prairie.

Prairie Confidential Schedule 3. 11(a) sets forth a complete listing, as of December 31, 2015, of all contracts to which Prairie or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by Prairie or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of Prairie or any of its Subsidiaries and involves payments to or by Prairie or any of its Subsidiaries of at least $10,000 per year; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of Prairie or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of EQBK or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates Prairie or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, EQBK and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than Prairie or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (vii) relates to indebtedness for borrowed money of Prairie or any of its Subsidiaries; (viii) provides for potential indemnification payments by Prairie or any of its Subsidiaries or the potential obligation of Prairie or any of its Subsidiaries to repurchase loans; (ix) provides any rights to investors in Prairie, including registration, preemptive or antidilution rights or rights to designate members of or observers to Prairie’s or any of its Subsidiaries’ Board of Directors; (x) is a data processing/technology contracts, software programming or licensing contract; (xi) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xii) limits the payment of dividends by the Bank or any other Subsidiary of Prairie; or (xiii) was otherwise not entered into in the ordinary course of...

Prairie Confidential Schedule 3. 12 lists all federal, state, local, and foreign Tax Returns filed with respect to Prairie and each of its Subsidiaries for taxable periods ended on or after December 31, 2012, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. True and complete copies of the federal, state and local income Tax Returns of Prairie and each of its Subsidiaries, as filed with the taxing authority for the years ended December 31, 2012, 2013, and 2014 have been furnished to EQBK. Neither Prairie nor any of its Subsidiaries have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

Prairie Confidential Schedule 3. 12 lists and contains an accurate and complete description as to the United States federal and each state net operating and capital loss carryforwards for Prairie and each of its Subsidiaries, that exist as of December 31, 2015, and no such net operating or capital loss carryforwards are subject to limitation under Code §§ 382, 383 or 384 or the Treasury Regulations, as of the Closing Date.

Prairie Confidential Schedule 3. 13 sets forth an accurate and complete list of all policies of insurance, including fidelity and bond insurance, relating to Prairie and each of its Subsidiaries. All such policies are valid, outstanding and enforceable obligations of Prairie according to their terms, subject to the Bankruptcy Exception. No written notice has been received by Prairie of the cancellation, or threatened or proposed cancellation, of any such policy. Neither Prairie nor any of its Subsidiaries is in default with respect to any such policy and has not failed to give any notice or present any claim thereunder in a due and timely fashion. Neither Prairie nor any of its Subsidiaries have been refused any insurance with respect to its assets or operations by any insurance carrier to which Prairie or any of its Subsidiaries have applied for any such insurance within the last two (2) years. Each property of Prairie and each of its Subsidiaries is insured for an amount deemed adequate by Prairie’s management, as applicable, against risks customarily insured against. There have been no claims under any fidelity bonds of Prairie or any of its Subsidiaries within the last three (3) years.