Common use of Properties and Assets Clause in Contracts

Properties and Assets. Except for (a) items reflected in S1's consolidated financial statements as of December 31, 1998 referred to in Section 4.5 hereof, (b) exceptions to title that do not interfere materially with S1's or any 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 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 4.13 of the S1 Disclosure Schedule, S1 and each 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. S1 and each S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither S1 nor any 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 S1 and each S1 Subsidiary are in good operating condition and repair (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. S1 and each 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 S1 or any 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 S1 nor any S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by S1 or any 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. There are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 or any S1 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 S1's FICS' consolidated financial statements as of December 31, 1998 referred to in Section 4.5 3.5 hereof, (b) exceptions to title that do not interfere materially with S1's FICS' or any S1 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 4.5 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 4.13 3.14 of the S1 FICS Disclosure Schedule, S1 FICS and each S1 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. S1 FICS and each S1 FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither S1 FICS nor any S1 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 S1 FICS and each S1 FICS Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) 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. S1 FICS and each S1 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 S1 FICS or any S1 FICS 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 S1 FICS nor any S1 FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by S1 FICS or any S1 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. There To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 FICS or any S1 FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Except for (a) items reflected in S1's consolidated financial statements as of December 31, 1998 referred to in Section 4.5 3.5 hereof, (b) exceptions to title that do not interfere materially with S1's or any 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 4.5 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 4.13 of the S1 Disclosure Schedule, S1 and each 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. S1 and each S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither S1 nor any 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 S1 and each S1 Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) 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. S1 and each 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 S1 or any 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 S1 nor any S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by S1 or any 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. There To the knowledge of S1, there are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 or any S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the MECH Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by MECH and any Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which MECH or any Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which MECH or any Subsidiary is a party; and (iv) all items of MECH's or any Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $25,000 or more. Except for (a) items reflected in S1MECH's consolidated financial statements as of December 31, 1998 referred to in Section 4.5 3.6 hereof, (b) exceptions to title that do not interfere materially with S1MECH's or any S1 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 4.5 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 4.13 3.17 of the S1 MECH Disclosure Schedule, S1 MECH and each S1 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. S1 MECH and each S1 Subsidiaryits Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither S1 MECH nor any 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 S1 MECH and each S1 Subsidiary any of its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) 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. S1 MECH and each S1 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 S1 MECH or any S1 Subsidiary is its Subsidiaries are 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 S1 MECH nor any S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by S1 MECH or any 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. There are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 MECH or any S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the Village Disclosure Schedule lists (i) all real property owned by Village and each Village Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Village or any Village Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Village or any Village Subsidiary is a party; and (iv) all individual items of Village's or any Village Subsidiary's tangible personal property and equipment with a book value of $25,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in S1Village's consolidated financial statements as of December 31, 1998 1997 referred to in Section 4.5 3.6(a) hereof, (b) exceptions to title that do not interfere materially with S1Village's or any S1 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 4.5 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 4.13 3.17 of the S1 Village Disclosure Schedule, S1 Village and each S1 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. S1 Village and each S1 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 S1 Village nor any S1 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 S1 material to Village and each S1 Village Subsidiary are in good such operating condition and repair (subject to ordinary wear and tear) 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. S1 and each 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 S1 or any 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 S1 Village nor any S1 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 S1 Village or any S1 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. There are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 or any S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Except for (a) items reflected in S1's consolidated financial statements as of December 31, 1998 referred to in Section 4.5 4.6 hereof, (b) exceptions to title that do not interfere materially with S1's or any 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 4.5 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 4.13 of the SECTION 4.7 OF THE S1 Disclosure ScheduleDISCLOSURE SCHEDULE, S1 (for purposes of this section, including its Subsidiaries) has good, and each S1 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. except as set forth in the S1 and each S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither S1 nor any S1 Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998Financial Statements. All properties and assets personal property used by S1 and each S1 Subsidiary are is in good operating condition and repair (subject to ordinary wear and tear) and comply in is suitable and adequate for the uses for which it is intended or is being used. Each of S1 and 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. S1 and each S1 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 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 S1 Subsidiary is a party are valid and binding obligations rights or patents of S1any other person, and to and, as of the knowledge of S1date hereof, with respect to the respective third parties thereto, enforceable in accordance with the terms thereof. Neither neither S1 nor any S1 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 S1 or any 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 leaseinfringement. There are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 or any S1 Subsidiary of any of the property owned, leased, or occupied by themit.

Properties and Assets. The Company Disclosure Schedule lists (i) all real property owned by the Company and each of its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which the Company or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which the Company or any of its Subsidiaries is a party; and (iv) all items of the Company's or any of its Subsidiaries' tangible personal property and equipment with a book value of $25,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in S1's the consolidated financial statements of the Company as of December 31, 1998 referred to in Section 4.5 hereof1996, (b) exceptions to title that do not interfere materially with S1the Company's or any S1 Subsidiary's of its Subsidiaries' use and enjoyment of owned or leased real propertyproperty (other than OREO, as defined in Section 2.22), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on in the consolidated financial statements referred to in Section 4.5 aboveof the Company as of December 31, 1996), and (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 4.13 of the S1 Disclosure Schedule, S1 Company and each S1 Subsidiary have of its Subsidiaries has good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of the Company as of December 31, 1996, free and clear of all liens, claims, charges and other encumbrances. S1 The Company and each S1 Subsidiaryof its Subsidiaries, 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 material breach, violation or default by the Company or any of its Subsidiaries, and neither S1 the Company nor any S1 Subsidiary of its Subsidiaries has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981996. All properties and assets used by S1 the Company and each S1 Subsidiary its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws statutes, laws, ordinances, rules, regulations, orders, permits, decrees, case law and other rules of law relating thereto now in effect or scheduled to come into effect. S1 The Company and each S1 Subsidiary of 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 S1 the Company or any S1 Subsidiary of its Subsidiaries 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 S1 nor any S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by S1 or any 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. There are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 or any S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the Bevexxx Xxxp. Disclosure Schedule lists (i) all real property owned by Bevexxx Xxxp. and each Bevexxx Xxxp. Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Bevexxx Xxxp. or any Bevexxx Xxxp. Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Bevexxx Xxxp. or any Bevexxx Xxxp. Subsidiary is a party; and (iv) all items of Bevexxx Xxxp.'s or any Bevexxx Xxxp. Subsidiary's tangible personal property and equipment with a book value of [$25,000] or more or having any annual lease payment of [$10,000] or more. Except for (a) items reflected in S1Bevexxx Xxxp.'s consolidated financial statements as of December 31, 1998 1996 referred to in Section 4.5 3.6 hereof, (b) exceptions to title that do not interfere materially with S1Bevexxx Xxxp.'s or any S1 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 4.5 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 4.13 3.17 of the S1 Bevexxx Xxxp. Disclosure Schedule, S1 Bevexxx Xxxp. and each S1 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. S1 Bevexxx Xxxp. and each S1 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 S1 Bevexxx Xxxp. nor any S1 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 S1 Bevexxx Xxxp. and each S1 Bevexxx Xxxp. Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) 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. S1 Bevexxx Xxxp. and each S1 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 S1 Bevexxx Xxxp. or any S1 Bevexxx Xxxp. 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 S1 Bevexxx Xxxp. nor any S1 Bevexxx Xxxp. Subsidiary is in material default with respect to any such lease, and there has occurred no default by S1 Bevexxx Xxxp. or any S1 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. There are no Laws, conditions of record, or other impediments which interfere with the intended use by S1 Bevexxx Xxxp. or any S1 Bevexxx Xxxp. Subsidiary of any of the property owned, leased, or occupied by them.