Risk Management Instruments. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CBC, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBC, any of its Subsidiaries or for the account of a customer of CBC or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of CBC or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity Exception), and are in full force and effect; and (b) CBC and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBC’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (California BanCorp)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CBCCenterState, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBC, CenterState or any of its Subsidiaries or for the account of a customer of CBC CenterState or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CBC CenterState or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions), and are in full force and effect; and (b) CBC . CenterState and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBCCenterState’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunderthereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (SOUTH STATE Corp)
Risk Management Instruments. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CBCSCB, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBCSCB, any of its Subsidiaries or for the account of a customer of CBC SCB or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of CBC SCB or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity Exception), and are in full force and effect; and (b) CBC SCB and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBCSCB’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (California BanCorp), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA)
Risk Management Instruments. Except as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CBCBANC, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBCBANC, any of its Subsidiaries or for the account of a customer of CBC BANC or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency Governmental Entity and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of CBC BANC or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions), and are in full force and effect; effect and (b) CBC BANC and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBCBANC’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Banc of California, Inc.)
Risk Management Instruments. Except as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CBCPACW, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBCPACW, any of its Subsidiaries or for the account of a customer of CBC PACW or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency Governmental Entity and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of CBC PACW or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions), and are in full force and effect; effect and (b) CBC PACW and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBCPACW’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Banc of California, Inc.)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CBCUMB, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBC, UMB or any of its Subsidiaries or for the account of a customer of CBC UMB or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any UMB Regulatory Agency and with counterparties reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CBC UMB or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions), and are in full force and effect; and (b) CBC . UMB and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBCUMB’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunderthereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Umb Financial Corp), Agreement and Plan of Merger (Heartland Financial Usa Inc)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CBCHTLF, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of CBC, HTLF or any of its Subsidiaries or for the account of a customer of CBC HTLF or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any HTLF Regulatory Agency and with counterparties reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CBC HTLF or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions), and are in full force and effect; and (b) CBC . HTLF and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to CBCHTLF’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunderthereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Umb Financial Corp), Agreement and Plan of Merger (Heartland Financial Usa Inc)