Common use of Properties, Contracts, Employees and Other Agreements Clause in Contracts

Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are a true, accurate and complete copy of the following: (i) A brief description and the location of all real property owned by Heritage and the Subsidiaries and the principal buildings and structures located thereon and each lease of real property to which Heritage or any Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Heritage or any Subsidiary which individually or in the aggregate: (A) involve payment or receipt by Heritage or any Subsidiary (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $50,000; (B) involve payments based on profits of Heritage or any Subsidiary; (C) relate to the purchase of goods, products, supplies or services in excess of $50,000; (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; and (iii) The name and current annual salary of each director, officer and employee of Heritage or any Subsidiary whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by Heritage or any Subsidiary to or for the benefit of each such person for the year ended December 31, 1998, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule relating to this Section 4.09 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, fraudulent transfer, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditor's rights, and Heritage and the Subsidiaries are, and, to the best knowledge of Heritage after due inquiry, all other parties thereto are, in compliance with the provisions thereof, and Heritage and the Subsidiaries are not in default in the performance, observance or fulfillment of any obligation, covenant or provision contained therein. None of the foregoing requires the consent of any party to its assignment in connection with the Merger contemplated by this Agreement. Other than as disclosed pursuant to this Section 4.09, to the best knowledge of Heritage after due inquiry, no circumstances exist resulting from transactions effected or to be effected, from events which have occurred or may occur or from any action taken or omitted to be taken which could reasonably be expected to result in the creation of any agreement, contract, obligation, commitment, arrangement, lease or document described in or contemplated by this Section 4.09. (c) Neither Heritage nor any Subsidiary is, to the best knowledge of Heritage after due inquiry, in default under or in breach of or, alleged to be in default under or in breach of, any loan or credit agreement, conditional sales contract or other title retention agreement, security agreement, bond, indenture, mortgage, license, contract, lease, commitment or any other instrument or obligation.

Properties, Contracts, Employees and Other Agreements. (a) Set forth in Schedule 2.09 of the Disclosure Schedule Schedules are a true, accurate and complete copy copies of the following: (i) A a brief description and the location of all real property owned by Heritage and the Subsidiaries UBC and the principal buildings and structures located thereon and each lease of real property to which Heritage or any Subsidiary UBC is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Heritage or any Subsidiary which individually or in the aggregateUBC which: (A) involve payment or receipt by Heritage or any Subsidiary UBC (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $50,00025,000; (B) involve payments based on profits of Heritage or any SubsidiaryUBC; (C) relate to the purchase of goods, products, supplies or services in excess of $50,00025,000; (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; and (iii) The the name and current annual salary of each director, officer and employee of Heritage or any Subsidiary whose current annual salary is in excess of $50,000, and the profit UBC; and (iv) sharing, bonus or other form of compensation (other than salary) paid or payable by Heritage or any Subsidiary UBC to or for the benefit of each such person for the year ended December 31, 19982002, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule Schedules relating to this Section 4.09 2.09 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditor's rights, whether now or hereafter in effect, and Heritage except that equitable principles may limit the right to obtain specific performance and the Subsidiaries areother equitable remedies, and Unified and UBC and, to the best knowledge of Heritage after due inquiryUnified and UBC, all other parties thereto are, in compliance with the provisions thereof, and Heritage and the Subsidiaries are not neither Unified nor UBC is in default in the performance, observance or fulfillment of any obligation, covenant or provision contained therein. None of the foregoing requires the consent of any party to its assignment in connection with the Merger Transaction contemplated by this Agreement. Other than as disclosed pursuant to this Section 4.09, to the best knowledge of Heritage after due inquiry, no circumstances exist resulting from transactions effected or to be effected, from events which have occurred or may occur or from any action taken or omitted to be taken which could reasonably be expected to result in the creation of any agreement, contract, obligation, commitment, arrangement, lease or document described in or contemplated by this Section 4.09. (c) Neither Heritage nor any Subsidiary is, to the best knowledge of Heritage after due inquiry, UBC is not in default under or in breach of or, alleged to be in default under or in breach of, any loan or credit agreement, conditional sales contract or other title retention agreement, security agreement, bond, indenture, mortgage, license, contract, lease, commitment or any other instrument or obligation.

Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are a trueTrue, accurate and complete copy copies of the followingfollowing are included in the Disclosure Schedule: (i) A a brief description and the location of all real property owned by Heritage and the Subsidiaries and the principal buildings and structures located thereon and each lease of real property to which Heritage or any Subsidiary FSI is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Heritage or any Subsidiary FSI which individually or in the aggregate: (A) involve payment or receipt by Heritage or any Subsidiary (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) FSI of more than $50,00025,000; (B) involve payments based on profits of Heritage or any SubsidiaryFSI; (C) relate to the purchase of goods, products, supplies or services in excess of $50,00025,000; (D) were not made in the ordinary course of business; or; (E) may not be terminated without penalty within one (1) year from the date of this Agreement; or (F) involve payment of any commissions to FSI, any of its directors, officers, employees, agents; and (iii) The the name and current annual salary of each director, officer and employee of Heritage or any Subsidiary whose current annual salary is in excess of $50,000FSI, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by Heritage or any Subsidiary FSI to or for the benefit of each such person for the year ended December 31, 19981999, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person; and (iv) a list of the ten largest (based upon dollar premium volume) agreements and contracts between FSI and any insurance company pursuant to which FSI acts as agent or otherwise sells products of such insurance company. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule relating to this Section 4.09 3.10 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, fraudulent transfer, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditor's rights, and Heritage and the Subsidiaries areFSI is, and, to the best knowledge of Heritage after due inquiryFSI, all other parties thereto are, in compliance with the provisions thereof, and Heritage and the Subsidiaries are FSI is not in default in the performance, observance or fulfillment of any obligation, covenant or provision contained therein. None of the foregoing requires the consent of any party to its assignment in connection with the Merger contemplated by this Agreement. Other than as disclosed pursuant to this Section 4.093.10, to the best knowledge of Heritage after due inquiryFSI, no circumstances exist resulting from transactions effected or to be effected, from events which have occurred or may occur or from any action taken or omitted to be taken which could reasonably be expected to result in the creation of any agreement, contract, obligation, commitment, arrangement, lease or document described in or contemplated by this Section 4.093.10. (c) Neither Heritage nor any Subsidiary isFSI is not, to the best knowledge of Heritage after due inquiryFSI, in default under or in breach of or, alleged to be in default under or in breach of, any loan insurance policy, loan, credit or credit other agreement, conditional sales contract or other title retention agreement, security agreement, bond, indenture, mortgage, license, contract, lease, commitment or any other instrument or obligation. (d) Except as set forth on the Disclosure Schedule, FSI does not own or possess any rights to any patents, trademarks, service marks or trade names.

Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are a true, accurate and complete copy of the following: (i) A brief description and the location of all real property (other than properties acquired through foreclosures) owned by Heritage Permanent and the Subsidiaries and the principal buildings and structures located thereon and each lease of real property to which Heritage Permanent or any Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Heritage Permanent or any Subsidiary which individually or in the aggregateindividually: (A) will involve payment or receipt by Heritage Permanent or any Subsidiary (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $50,00025$50,000; (B) will involve payments based on profits of Heritage Permanent or any Subsidiary; (C) will relate to the purchase of goods, products, supplies or services in excess of $50,000; (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; and (iii) The name and current annual salary of each director, officer and employee of Heritage Permanent or any Subsidiary whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by Heritage Permanent or any Subsidiary to or for the benefit of each such person for the year ended December 31, 1998, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule relating to this Section 4.09 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, fraudulent transfer, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditor's rights, and Heritage Permanent and the Subsidiaries are, and, to the best knowledge of Heritage Permanent after due inquiry, all other parties thereto are, in compliance with the provisions thereof, and Heritage Permanent and the Subsidiaries are not in default in the performance, observance or fulfillment of any obligation, covenant or provision contained therein. None Except as set forth in the Disclosure Schedule, none of the foregoing requires the consent of any party to its assignment in connection with the Merger Mergers contemplated by this Agreement. Other than as disclosed pursuant to this Section 4.09, to the best knowledge of Heritage Permanent after due inquiry, no circumstances exist resulting from transactions effected or to be effected, from events which have occurred or may occur or from any action taken or omitted to be taken which could reasonably be expected to result in the creation of any agreement, contract, obligation, commitment, arrangement, lease or document described in or contemplated by this Section 4.09. (c) Neither Heritage Permanent nor any Subsidiary is, to the best knowledge of Heritage after due inquiryPermanent, in default under or in breach of or, alleged to be in default under or in breach of, any loan or credit agreement, conditional sales contract or other title retention agreement, security agreement, bond, indenture, mortgage, license, contract, lease, commitment or any other instrument or obligation.

Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule Schedules are a true, accurate and complete copy copies of the following: (i) A in Schedule 3.9(a)(i), a brief description and the location of all real property owned by Heritage and the Subsidiaries Bank and the principal buildings and structures located thereon and each lease of real property to which Heritage or any Subsidiary the Bank is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) in Schedule 3.9(a)(ii), a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Heritage or any Subsidiary which individually or in the aggregateBank which: (A) involve payment or receipt by Heritage or any Subsidiary the Bank (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $50,00025,000; (B) involve payments based on profits of Heritage or any Subsidiarythe Bank; (C) relate to the purchase of goods, products, supplies or services in excess of $50,000;25,000; or (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; and. (iii) The in Schedule 3.9(a)(iii), the name and current annual salary of each director, officer and employee of Heritage or any Subsidiary whose current annual salary is the Bank; and (iv) in excess of $50,000Schedule 3.9(a)(iv), and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by Heritage or any Subsidiary the Bank to or for the benefit of each such person director, officer and employee of the Bank for the year ended December 31, 19982010 and anticipated to be paid in 2011, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule Schedules relating to this Section 4.09 3.9 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, fraudulent transfer, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditor's rights, and Heritage ; and the Subsidiaries are, Seller and the Bank and, to the best knowledge of Heritage the Seller after due inquiry, all other parties thereto are, in compliance with the provisions thereof, and Heritage and neither the Subsidiaries are not Seller nor the Bank is in default in the performance, observance or fulfillment of any obligation, covenant or provision contained therein. None Except as set forth on Schedule 3.9(b), none of the foregoing requires the consent of any party to its assignment in connection with the Merger Transaction contemplated by this Agreement. Other than as disclosed pursuant to this Section 4.09, to Seller further represents and warrants that the best knowledge consummation of Heritage after due inquiry, no circumstances exist resulting from transactions effected or to be effected, from events which have occurred or may occur or from the Transaction does not constitute an assignment prohibited under any action taken or omitted to be taken which could reasonably be expected to result in of the creation of any agreement, contract, obligation, commitment, arrangement, lease or document described in or contemplated by this Section 4.09foregoing. (c) Neither Heritage the Seller nor any Subsidiary is, to the best knowledge of Heritage after due inquiry, Bank is in default under or in breach of or, to the knowledge of the Seller after due inquiry, alleged to be in default under or in breach of, any loan or credit agreement, conditional sales contract or other title retention agreement, security agreement, bond, indenture, mortgage, license, contract, lease, commitment or any other instrument or obligation.