Properties and Insurance. (a) Xxxxx and its Subsidiaries have good, and as to owned real property marketable, title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Wayne's consolidated balance sheet as of March 31, 1998, or owned and 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 March 31, 1998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Xxxxx and its Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to Valley prior to the date hereof. Xxxxx and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wayne Bancorp Inc /De/), Agreement and Plan of Merger (Valley National Bancorp)
Properties and Insurance. (a) Xxxxx Valley and its Subsidiaries have goodgood and, and as to owned real property marketableproperty, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in WayneValley's consolidated balance sheet as of March 31June 30, 19982000, or owned and 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 March 31June 30, 19982000), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Xxxxx Valley and its Subsidiaries subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections which are noted in the most recent title reports delivered with respect to such property. Valley prior to the date hereof. Xxxxx and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Merchants New York Bancorp Inc)
Properties and Insurance. (a) Xxxxx Valley and its Subsidiaries have goodgood and, and as to owned real property marketableproperty, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in WayneValley's consolidated balance sheet as of March 31September 30, 1998, or owned and 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 March 31September 30, 1998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Xxxxx Valley and its Subsidiaries subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to Valley Ramapo prior to the date hereof. Xxxxx Valley and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Ramapo Financial Corp)
Properties and Insurance. (a) Xxxxx Valley and its Subsidiaries have goodgood and, and as to owned real property marketableproperty, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in WayneValley's consolidated balance sheet as of March 31, 1998, or owned and 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 March 31, 1998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Xxxxx Valley and its Subsidiaries subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to Valley Xxxxx prior to the date hereof. Xxxxx Valley and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wayne Bancorp Inc /De/), Agreement and Plan of Merger (Valley National Bancorp)
Properties and Insurance. (a) Xxxxx Vista and its Subsidiaries have good, and as to owned real property marketableproperty, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in WayneVista's consolidated balance sheet as of March 31September 30, 19982001, or owned and 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 March 31September 30, 19982001), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Xxxxx Vista and its Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to Valley United prior to the date hereof. Xxxxx Vista and its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by them in all material respects as presently occupied, used, possessed and controlled by them.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United National Bancorp)