Common use of Properties and Assets Clause in Contracts

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's use and enjoyment of owned or leased real property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS and each FICS Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS and each FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS and each FICS Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' S1's consolidated financial statements as of December 31, 1998 referred to in Section 3.5 4.5 hereof, (b) exceptions to title that do not interfere materially with FICS' S1's or any FICS S1 Subsidiary's use and enjoyment of owned or leased real property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 4.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 4.13 of the FICS S1 Disclosure Schedule, FICS S1 and each FICS S1 Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS S1 and each FICS S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS S1 nor any FICS S1 Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS S1 and each FICS S1 Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized (subject to ordinary wear and tear) and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS S1 and each FICS S1 Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS S1 or any FICS S1 Subsidiary is a party are valid and binding obligations of S1, and to the knowledge of S1, with respect to the respective third parties thereto, enforceable in accordance with the terms thereof. Neither FICS S1 nor any FICS S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS S1 or any FICS S1 Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS S1 or any FICS S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS MECH Disclosure Schedule lists as of the date of this Agreement (i) all real property, including a description and identification of location, property owned by FICS MECH and each FICS any Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS MECH or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS MECH or any FICS Subsidiary is a party; and (iv) all items of FICS' MECH's or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 25,000 or more. Except for (a) items reflected in FICS' MECH's consolidated financial statements as of December 31, 1998 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' MECH's or any FICS Subsidiary's use and enjoyment of owned or leased real propertyproperty (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 3.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 3.17 of the FICS MECH Disclosure Schedule, FICS MECH and each FICS Subsidiary its Subsidiaries have good and, as to owned real property, marketable and insurable insurable, title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS MECH and each FICS Subsidiaryits Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS MECH nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS MECH and each FICS Subsidiary any of its Subsidiaries are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS MECH and each FICS Subsidiary its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS MECH or any FICS Subsidiary is its Subsidiaries are a party are valid and binding obligations in accordance with the terms thereof. Neither FICS MECH nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS MECH or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS MECH or any FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' S1's consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' S1's or any FICS S1 Subsidiary's use and enjoyment of owned or leased real property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 above), and (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS S1 and each FICS S1 Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS S1 and each FICS S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS S1 nor any FICS S1 Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS S1 and each FICS S1 Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS S1 and each FICS S1 Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS S1 or any FICS S1 Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS S1 nor any FICS S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS S1 or any FICS S1 Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICSS1, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS S1 or any FICS S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS SKAN Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS SKAN and each FICS SKAN Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS SKAN or any FICS SKAN Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS SKAN or any FICS SKAN Subsidiary is a party; and (iv) all items of FICS' SKAN's or any FICS SKAN Subsidiary's tangible personal property and equipment with a book value of $50,000 10,000 or more or having any annual lease payment of $50,000 10,000 or more. Except for (a) items reflected in FICS' SKAN's consolidated financial statements as of December 31, 1998 1997 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' SKAN's or any FICS SKAN Subsidiary's use and enjoyment of owned or leased real propertyproperty (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 3.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19981997, and (e) items listed in Section 3.14 3.17 of the FICS SKAN Disclosure Schedule, FICS SKAN and each FICS SKAN Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS SKAN and each FICS SKAN Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS SKAN nor any FICS SKAN Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981997. All properties and assets used by FICS SKAN and each FICS SKAN Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS SKAN and each FICS SKAN Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS SKAN or any FICS SKAN Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS SKAN nor any FICS SKAN Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS SKAN or any FICS SKAN Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other known impediments which interfere with the intended use by FICS SKAN or any FICS SKAN Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' S1's consolidated financial statements as of December 31, 1998 referred to in Section 3.5 4.6 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS SubsidiaryS1's use and enjoyment of owned or leased real property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 4.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 SECTION 4.7 OF THE S1 DISCLOSURE SCHEDULE, S1 (for purposes of the FICS Disclosure Schedulethis section, FICS including its Subsidiaries) has good, and each FICS Subsidiary have good and, as to owned real property, valid and marketable and insurable title to all their of its properties and assetsassets reflected in the S1 Financial Statements, free and clear of all liensencumbrances, claims, charges and other encumbrances. FICS and each FICS Subsidiary, except as lessees, have set forth in the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998S1 Financial Statements. All properties and assets personal property used by FICS and each FICS Subsidiary are S1 is in good operating condition and repair (subject to ordinary wear and tear) and is suitable and adequate for the purposes uses for which they are currently utilized it is intended or is being used. Each of S1 and comply in its Subsidiaries owns or possesses the right to use all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lesseestrademarks, service marks, trade names, copyrights, patents, and all leases to which FICS licenses currently used by it in the conduct of its business. No material product or service offered and no material trademark, service mark, xx similar right used by S1 or its Subsidiaries infringes any FICS Subsidiary is a party are valid and binding obligations in accordance with rights or patents of any other person, and, as of the terms thereof. Neither FICS date hereof, neither S1 nor any FICS Subsidiary is in material default with respect to of its Subsidiaries has received any written or oral notice of any claim of such lease, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such leaseinfringement. To the knowledge of FICS, there There are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary S1 of any of the property owned, leased, or occupied by themit.

Properties and Assets. of the FICS Village Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Village and each FICS Village Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Village or any FICS Village Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Village or any FICS Village Subsidiary is a party; and (iv) all individual items of FICS' Village's or any FICS Village Subsidiary's tangible personal property and equipment with a book value of $50,000 25,000 or more or having any annual lease payment of $50,000 10,000 or more. Except for (a) items reflected in FICS' Village's consolidated financial statements as of December 31, 1998 1997 referred to in Section 3.5 3.6(a) hereof, (b) exceptions to title that do not interfere materially with FICS' Village's or any FICS Village Subsidiary's use and enjoyment of owned or leased real propertyproperty (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 3.6(a) above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19981997, (e) exceptions set forth in a related title policy or lease, and (ef) items listed in at Section 3.14 3.17 of the FICS Village Disclosure Schedule, FICS Village and each FICS Village Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Village as of December 31, 1997, free and clear of all liens, claims, charges and other encumbrances. FICS Village and each FICS Village Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and there has not occurred under any such lease any breach, violation or default by Village or Village Bank, and neither FICS Village nor any FICS Village Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981997. All properties and assets used by FICS material to Village and each FICS Village Subsidiary are in good such operating condition and repair that they are suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS Village nor any FICS Village Subsidiary is in material default with respect to any such lease, except for such defaults as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on Village or the Village Subsidiaries or materially impair their ability to consummate the transactions contemplated by this Agreement, and there has occurred no default by FICS Village or any FICS Subsidiary Village Bank or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Bevexxx Xxxp. Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Bevexxx Xxxp. and each FICS Bevexxx Xxxp. Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Bevexxx Xxxp. or any FICS Bevexxx Xxxp. Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Bevexxx Xxxp. or any FICS Bevexxx Xxxp. Subsidiary is a party; and (iv) all items of FICS' Bevexxx Xxxp.'s or any FICS Bevexxx Xxxp. Subsidiary's tangible personal property and equipment with a book value of [$50,000 25,000] or more or having any annual lease payment of [$50,000 10,000] or more. Except for (a) items reflected in FICS' Bevexxx Xxxp.'s consolidated financial statements as of December 31, 1998 1996 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' Bevexxx Xxxp.'s or any FICS Bevexxx Xxxp. Subsidiary's use and enjoyment of owned or leased real propertyproperty (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 3.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19981996, and (e) items listed in Section 3.14 3.17 of the FICS Bevexxx Xxxp. Disclosure Schedule, FICS Bevexxx Xxxp. and each FICS Bevexxx Xxxp. Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS Bevexxx Xxxp. and each FICS Bevexxx Xxxp. Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS Bevexxx Xxxp. nor any FICS Bevexxx Xxxp. Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981996. All properties and assets used by FICS Bevexxx Xxxp. and each FICS Bevexxx Xxxp. Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS Bevexxx Xxxp. and each FICS Bevexxx Xxxp. Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS Bevexxx Xxxp. or any FICS Bevexxx Xxxp. Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS Bevexxx Xxxp. nor any FICS Bevexxx Xxxp. Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS Bevexxx Xxxp. or any FICS Bevexxx Xxxp. Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS Bevexxx Xxxp. or any FICS Bevexxx Xxxp. Subsidiary of any of the property owned, leased, or occupied by them.