Properties and Leases. Except as set forth on Schedule 3.07 or --------------------- as may be reflected in the Buyer Financial Statements, except for any Lien for current taxes not yet de linquent and except with respect to assets classified as real estate owned, Buyer and its Subsidiaries have good title free and clear of any material Lien to all the real and personal property reflected in Buyer's consolidated balance sheet as of December 31, 1996 included in the most recent Buyer Form 10-K and, in each case, all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases material to Buyer or any Buyer Subsidiary pursuant to which Buyer or any Buyer Subsidiary, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by Buyer or any Buyer Subsidiary or any event which, with notice or lapse of time or both, would constitute such a material default. Substantially all of Buyer's and Buyer Subsidiaries' buildings, structures and equipment in regular use have been well maintained in all material respects and are in good and serviceable condition, normal wear and tear excepted.
Appears in 2 contracts
Samples: Merger Agreement (America First Financial Fund 1987-a Limited Partnership), Merger Agreement (Bay View Capital Corp)
Properties and Leases. Except as set forth on Schedule 3.07 2.07 or --------------------- as may be reflected in the Buyer Seller Financial Statements, except for any Lien for current taxes not yet de de- linquent and except with respect to assets classified as real estate owned, Buyer Seller and its Subsidiaries have good title free and clear of any material Lien to all the real and personal property reflected in BuyerSeller's consolidated balance sheet as of December 31September 30, 1996 included in the most recent Buyer Seller Form 10-K Q and, in each case, all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases material to Buyer Seller or any Buyer Seller Subsidiary pursuant to which Buyer Seller or any Buyer Seller Subsidiary, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by Buyer Seller or any Buyer Seller Subsidiary or any event which, with notice or lapse of time or both, would constitute such a material default. Substantially Sub- stantially all of BuyerSeller's and Buyer Seller Subsidiaries' buildings, structures and equipment in regular use have been well maintained in all material respects main- tained and are in good and serviceable condition, normal wear and tear excepted.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Mercantile Bancorporation Inc), Agreement and Plan of Reorganization (Roosevelt Financial Group Inc)
Properties and Leases. Except as set forth on Schedule 3.07 2.07 or --------------------- as may be reflected in the Buyer Seller Financial Statements, except for any Lien for current taxes not yet de linquent delinquent and except with respect to assets classified as real estate owned, Buyer Seller and its Subsidiaries have good title free and clear of any material Lien to all the real and personal property reflected in BuyerSeller's consolidated balance sheet as of December 31, 1996 included in the most recent Buyer Selling Stockholder Form 10-K and, in each case, all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases material to Buyer Seller or any Buyer Seller Subsidiary pursuant to which Buyer Seller or any Buyer Seller Subsidiary, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by Buyer Seller or any Buyer Seller Subsidiary or any event which, with notice or lapse of time or both, would constitute such a material default. Substantially all of BuyerSeller's and Buyer Seller Subsidiaries' buildings, structures and equipment in regular use have been well maintained in all material respects and are in good and serviceable condition, normal wear and tear excepted.
Appears in 2 contracts
Samples: Merger Agreement (America First Financial Fund 1987-a Limited Partnership), Merger Agreement (Bay View Capital Corp)
Properties and Leases. Except as set forth on Schedule 3.07 or --------------------- as may be reflected in the Buyer Seller Financial Statements, except for any Lien for current taxes not yet de linquent delinquent and except with respect to assets classified as real estate owned, Buyer Seller and its Subsidiaries have good title free and clear of any material Lien to all the real and personal property reflected in BuyerSeller's consolidated balance sheet as of December 31, 1996 1997 included in the most recent Buyer Seller Form 10-K and, in each case, all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases material to Buyer Seller or any Buyer Seller Subsidiary pursuant to which Buyer Seller or any Buyer Seller Subsidiary, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by Buyer Seller or any Buyer Seller Subsidiary or any event which, with notice or lapse of time or both, would constitute such a material default. Substantially all All of BuyerSeller's and Buyer Seller Subsidiaries' buildings, structures and equipment in regular use have been well maintained in all material respects and are in good and serviceable condition, normal wear and tear excepted.
Appears in 1 contract
Properties and Leases. Except as set forth on Schedule 3.07 or --------------------- as may be reflected in the Buyer Seller Financial Statements, except for any Lien for current taxes not yet de linquent delinquent and except with respect to assets classified as real estate owned, Buyer Seller and its Subsidiaries have good title free and clear of any material Lien to all the real and personal property reflected in BuyerSeller's consolidated balance sheet as of December 31June 30, 1996 1997 included in the most recent Buyer Seller Form 10-K Q and, in each case, all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases material to Buyer Seller or any Buyer Seller Subsidiary pursuant to which Buyer Seller or any Buyer Seller Subsidiary, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by Buyer Seller or any Buyer Seller Subsidiary or any event which, with notice or lapse of time or both, would constitute such a material default. Substantially all of BuyerSeller's and Buyer Seller Subsidiaries' buildings, structures and equipment in regular use have been well maintained in all material respects and are in good and serviceable condition, normal wear and tear excepted.
Appears in 1 contract
Properties and Leases. Except as set forth on Schedule 3.07 or --------------------- as may be reflected in the Buyer Seller Financial Statements, except for any Lien for current taxes not yet de linquent delinquent and except with respect to assets classified as real estate owned, Buyer Seller and its Subsidiaries have good title free and clear of any material Lien to all the real and personal property reflected in BuyerSeller's consolidated balance sheet as of December 31June 30, 1996 1995 included in the most recent Buyer Seller Form 10-K Q and, in each case, all real and personal property acquired since such date, except such real and personal property as has been disposed of in the ordinary course of business. All leases material to Buyer Seller or any Buyer Seller Subsidiary pursuant to which Buyer Seller or any Buyer Seller Subsidiary, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by Buyer Seller or any Buyer Seller Subsidiary or any event which, with notice or lapse of time or both, would constitute such a material default. Substantially all of BuyerSeller's and Buyer Seller Subsidiaries' buildings, structures and equipment in regular use have been well maintained in all material respects and are in good and serviceable condition, normal wear and tear excepted.
Appears in 1 contract
Samples: Reorganization Agreement (Mercantile Bancorporation Inc)