Common use of Properties and Contracts Clause in Contracts

Properties and Contracts. Except for Contracts evidencing Loans made by MidWestOne Bank in the ordinary course of business consistent with past practice, Schedule 4.18 lists or describes the following with respect to MidWestOne and each MidWestOne Subsidiary: (a) all real property owned by MidWestOne and each MidWestOne Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which MidWestOne and each MidWestOne Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of MidWestOne or such MidWestOne Subsidiary; (b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by MidWestOne or any MidWestOne Subsidiary, exclusive of deposit agreements with customers of MidWestOne Bank entered into in the ordinary course of business consistent with past practice, agreements for the purchase of federal funds and repurchase agreements; (c) each Contract that involves the performance of services or delivery of goods or materials by MidWestOne or any MidWestOne Subsidiary of an amount or value in excess of $250,000; (d) each Contract that was not entered into in the ordinary course of business consistent with past practice and that involves expenditures of or receipts by MidWestOne or any MidWestOne Subsidiary in excess of $250,000; (e) each Contract not referred to elsewhere in this Section 4.18 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of MidWestOne’s or any MidWestOne Subsidiary’s respective business at current levels or for normal operating purposes; or (ii) materially affects the business or financial condition of MidWestOne or any MidWestOne Subsidiary; (f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $250,000 or with terms of less than one year); (g) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of MidWestOne or any MidWestOne Subsidiary; (h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees; (i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by MidWestOne or any MidWestOne Subsidiary with any other Person; (j) each Contract containing covenants that in any way purport to restrict the business activity of MidWestOne or any MidWestOne Subsidiary or any Affiliate of any of the foregoing, or limit the ability of MidWestOne or any MidWestOne Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (l) the name and annual salary of each director, officer or employee of MidWestOne and each MidWestOne Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MidWestOne, each MidWestOne Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person; (m) in respect to any MidWestOne Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of MidWestOne or any MidWestOne Subsidiary; (n) the name of each Person who is or would be entitled pursuant to any Contract or MidWestOne Benefit Plan to receive any payment from MidWestOne or any MidWestOne Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment; (o) each holder of a MidWestOne Stock Option and the number of underlying shares to which each such holder may be entitled to acquire; (p) each Contract entered into other than in the ordinary course of business consistent with past practice that contains or provides for an express undertaking by MidWestOne or any MidWestOne Subsidiary to be responsible for consequential damages; (q) each Contract for capital expenditures in excess of $100,000; (r) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by MidWestOne or any MidWestOne Subsidiary other than in the ordinary course of business consistent with past practice; and (s) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Copies of each document, plan or Contract listed and described on Schedule 4.18 previously have been provided to ISBF through Xxxxxxx Corporation’s DataSite.

Properties and Contracts. Except for Contracts evidencing Loans made by MidWestOne Bank Waterloo or any Waterloo Subsidiary in the ordinary course Ordinary Course of business consistent with past practiceBusiness, Schedule 4.18 4.19 lists or describes the following with respect to MidWestOne Waterloo and each MidWestOne Waterloo Subsidiary: (a) all real property owned by MidWestOne Waterloo and each MidWestOne Waterloo Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which MidWestOne Waterloo and each MidWestOne Waterloo Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of MidWestOne Waterloo or such MidWestOne Waterloo Subsidiary; (b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary, exclusive of deposit agreements with customers of MidWestOne Bank Waterloo entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness, agreements for the purchase of federal funds and repurchase agreements; (c) each Contract that involves the performance of services or delivery of goods or materials by MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary (i) of an amount or value in excess of $250,00025,000 or (ii) that substantially restricts Waterloo’s actions or those of any Waterloo Subsidiary; (d) each Contract that was not entered into in the ordinary course Ordinary Course of business consistent with past practice Business and that involves expenditures of or receipts by MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary in excess of $250,00025,000; (e) each Contract not not, referred to elsewhere in this Section 4.18 4.19 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of MidWestOneWaterloo’s or any MidWestOne Waterloo Subsidiary’s respective business at current levels or for normal operating purposes; or (ii) materially affects the business or financial condition of MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary; (f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $250,000 25,000 or with terms of less than one year); (g) each licensing agreement or other Contract Contract, registration or application with the United State Patent and Trademark Office, with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary; (h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees; (i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary with any other Person; (j) each Contract containing covenants that in any way purport to substantially restrict the business activity of MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary or any Affiliate of any of the foregoing, or substantially limit the ability of MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (l) the name and annual salary of each director, officer or employee of MidWestOne and each MidWestOne Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MidWestOne, each MidWestOne Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person; (m) in respect to any MidWestOne Waterloo Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary; (nm) the name of each Person who is or would be entitled pursuant to any Contract or MidWestOne Waterloo Benefit Plan to receive any payment from MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment; (on) each holder of a MidWestOne Stock Option and the number of underlying shares to which each such holder may be entitled to acquire; (p) each Contract contract entered into other than in the ordinary course Ordinary Course of business consistent with past practice Business that contains or provides for an express undertaking by MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary to be responsible for consequential damages; (qo) each Contract for capital expenditures in excess of $100,00025,000; (rp) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by MidWestOne Waterloo or any MidWestOne Waterloo Subsidiary other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (sq) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Copies True, correct and complete copies of each document, plan or Contract listed and described on Schedule 4.18 4.19 previously have been provided to ISBF through Xxxxxxx Corporation’s DataSiteMidland States.

Properties and Contracts. Except for Contracts evidencing Loans made by MidWestOne Heritage Bank in the ordinary course Ordinary Course of business consistent with past practiceBusiness, Schedule 4.18 4.19 lists or describes the following with respect to MidWestOne HeritageBanc and each MidWestOne HeritageBanc Subsidiary: (a) all real property owned by MidWestOne HeritageBanc and each MidWestOne HeritageBanc Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which MidWestOne HeritageBanc and each MidWestOne HeritageBanc Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of MidWestOne HeritageBanc or such MidWestOne HeritageBanc Subsidiary; (b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary, exclusive of deposit agreements with customers of MidWestOne Heritage Bank entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness, agreements for the purchase of federal funds and repurchase agreements; (c) each Contract that involves the performance of services or delivery of goods or materials by MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary (i) of an amount or value in excess of $250,000100,000 or (ii) that substantially restricts HeritageBanc’s actions or those of any HeritageBanc Subsidiary; (d) each Contract that was not entered into in the ordinary course Ordinary Course of business consistent with past practice Business and that involves expenditures of or receipts by MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary in excess of $250,000100,000; (e) each Contract not referred to elsewhere in this Section 4.18 4.19 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of MidWestOneHeritageBanc’s or any MidWestOne HeritageBanc Subsidiary’s respective business at current levels or for normal operating purposes; or (ii) materially affects the business or financial condition of MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary; (f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $250,000 100,000 or with terms of less than one year); (g) each licensing agreement or other Contract Contract, registration or application with the United State Patent and Trademark Office, with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary; (h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees; (i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary with any other Person; (j) each Contract containing covenants that in any way purport to substantially restrict the business activity of MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary or any Affiliate of any of the foregoing, or substantially limit the ability of MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (l) the name and annual salary of each director, officer or employee of MidWestOne HeritageBanc and each MidWestOne HeritageBanc Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MidWestOneHeritageBanc, each MidWestOne HeritageBanc Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person; (m) in respect to any MidWestOne HeritageBanc Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary; (n) the name of each Person who is or would be entitled pursuant to any Contract or MidWestOne HeritageBanc Benefit Plan to receive any payment from MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment; (o) each holder of a MidWestOne Stock Option and the number of underlying shares to which each such holder may be entitled to acquire; (p) each Contract entered into other than in the ordinary course Ordinary Course of business consistent with past practice Business that contains or provides for an express undertaking by MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary to be responsible for consequential damages; (qp) each Contract for capital expenditures in excess of $100,000; (rq) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by MidWestOne HeritageBanc or any MidWestOne HeritageBanc Subsidiary other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (sr) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Copies True, correct and complete copies of each document, plan or Contract listed and described on Schedule 4.18 4.19 previously have been provided to ISBF through Xxxxxxx Corporation’s DataSiteOld Second.

Properties and Contracts. Except for Contracts evidencing Loans made by MidWestOne Bank the ISBF Subsidiary Banks in the ordinary course of business consistent with past practice, Schedule 4.18 5.18 lists or describes the following with respect to MidWestOne ISBF and each MidWestOne ISBF Subsidiary: (a) all real property owned by MidWestOne ISBF and each MidWestOne ISBF Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which MidWestOne ISBF and each MidWestOne ISBF Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of MidWestOne ISBF or such MidWestOne ISBF Subsidiary; (b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by MidWestOne ISBF or any MidWestOne ISBF Subsidiary, exclusive of deposit agreements with customers of MidWestOne Bank the ISBF Subsidiary Banks entered into in the ordinary course of business consistent with past practice, agreements for the purchase of federal funds and repurchase agreements; (c) each Contract that involves the performance of services or delivery of goods or materials by MidWestOne ISBF or any MidWestOne ISBF Subsidiary of an amount or value in excess of $250,000; (d) each Contract that was not entered into in the ordinary course of business consistent with past practice and that involves expenditures of or receipts by MidWestOne ISBF or any MidWestOne ISBF Subsidiary in excess of $250,000; (e) each Contract not referred to elsewhere in this Section 4.18 5.18 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of MidWestOneISBF’s or any MidWestOne ISBF Subsidiary’s respective business at current levels or for normal operating purposes; or (ii) materially affects the business or financial condition of MidWestOne ISBF or any MidWestOne ISBF Subsidiary; (f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $250,000 or with terms of less than one year); (g) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of MidWestOne ISBF or any MidWestOne ISBF Subsidiary; (h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees; (i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by MidWestOne ISBF or any MidWestOne ISBF Subsidiary with any other Person; (j) each Contract containing covenants that in any way purport to restrict the business activity of MidWestOne ISBF or any MidWestOne ISBF Subsidiary or any Affiliate of any of the foregoing, or limit the ability of MidWestOne ISBF or any MidWestOne ISBF Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (l) the name and annual salary of each director, officer or employee of MidWestOne ISBF and each MidWestOne ISBF Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MidWestOneISBF, each MidWestOne ISBF Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person; (m) in respect to any MidWestOne ISBF Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of MidWestOne ISBF or any MidWestOne ISBF Subsidiary; (n) the name of each Person who is or would be entitled pursuant to any Contract or MidWestOne ISBF Benefit Plan to receive any payment from MidWestOne ISBF or any MidWestOne ISBF Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment; (o) each holder of a MidWestOne ISBF Stock Option and the number of underlying shares to which each such holder may be entitled to acquire; (p) each Contract entered into other than in the ordinary course of business consistent with past practice that contains or provides for an express undertaking by MidWestOne ISBF or any MidWestOne ISBF Subsidiary to be responsible for consequential damages; (q) each Contract for capital expenditures in excess of $100,000; (r) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by MidWestOne ISBF or any MidWestOne ISBF Subsidiary other than in the ordinary course of business consistent with past practice; and (s) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Copies of each document, plan or Contract listed and described on Schedule 4.18 5.18 previously have been provided to ISBF MidWestOne through Xxxxxxx Corporation’s DataSite.