Common use of Property and Leases Clause in Contracts

Property and Leases. (a) Each of the Seller and each Seller subsidiary has good and marketable title to all the real property and all other property owned by it and included in the Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind (collectively, "Liens"), other than (A) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (B) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (C) inchoate mechanics' and materialmen's Liens for construction in progress, (D) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller or any of its subsidiaries consistent with past practice, (E) all matters of record, Liens and other imperfections of title and encumbrances which, either individually or in the aggregate, would not be material, and (F) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens").

Appears in 3 contracts

Samples: Exhibit 1. Agreement and Plan of Merger (Citizens Financial Group Inc/De), Agreement and Plan of Merger (Medford Bancorp Inc), Agreement and Plan of Merger (Ust Corp /Ma/)

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Property and Leases. (a) Each of the Seller and each Seller subsidiary has good and marketable title to all the real property and all other property owned by it and included in the Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind (collectively, "LiensLIENS"), other than (Ai) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (Bii) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (Ciii) inchoate mechanics' and materialmen's Liens for construction in progress, (Div) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller or any of its subsidiaries consistent with past practice, (Ev) all matters of record, Liens and other imperfections of title and encumbrances which, either individually or in the aggregate, would not be material, and (Fvi) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens")capacity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bancorp Inc /Ma/)

Property and Leases. (a) Each of the Seller and each Seller subsidiary has good and marketable title to all the real property and all other property owned by it and included in the Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind (collectively, "Liens"), other than (Ai) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (Bii) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (Ciii) inchoate mechanics' and materialmen's Liens for construction in progress, (Div) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller or any of its subsidiaries consistent with past practice, (Ev) all matters of record, Liens and other imperfections of title and encumbrances which, either individually or in the aggregate, would not be material, and (Fvi) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens")capacity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Port Financial Corp)

Property and Leases. (ai) Each of the Seller Company and each Seller subsidiary of its Subsidiaries has good and marketable title to all the real property and all other property owned by it and included in the Seller Company Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind (collectively, "Liens"), other than (A) Liens that secure liabilities that are reflected in the Seller ----- Company Balance Sheet or incurred in the ordinary course of business after the date of the Seller Company Balance Sheet, (B) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (C) inchoate mechanics' and materialmen's Liens for construction in progress, (D) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller Company or any of its subsidiaries Subsidiaries consistent with past practice, (E) all matters of record, Liens and other imperfections of title and encumbrances which, either individually or in the aggregate, would not be material, and (F) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary the Company's Subsidiaries acting in a fiduciary capacity (collectively, "Permitted Liens")capacity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chittenden Corp /Vt/)

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Property and Leases. (a) Each of the Seller and each Seller subsidiary has good and marketable title to all the real property and all other property owned by it and included in the Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind (collectively, "Liens"), other than (Ai) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (Bii) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (Ciii) inchoate mechanics' and materialmen's Liens for construction in progress, (Div) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller or any of its subsidiaries consistent with past practice, (Ev) all matters of record, Liens and other imperfections of title and encumbrances which, either individually or in the aggregate, would not be material, and (Fvi) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens").or

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commonwealth Bancorp Inc)

Property and Leases. (a) Each of the Seller and each Seller subsidiary has good and marketable title to all the real property and all other tangible personal property owned by it and included in the Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind (collectively, "Liens"), other than (Ai) Liens that secure liabilities that are ----- reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (Bii) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (Ciii) inchoate mechanics' and materialmen's Liens for construction in progress, (Div) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Seller or any of its subsidiaries consistent with past practice, (Ev) all matters of record, Liens and other imperfections of title and encumbrances which, either individually or in the aggregate, would not be material, and (Fvi) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens")capacity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thistle Group Holdings Co)

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