Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterState, 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 CenterState or any of its Subsidiaries or for the account of a customer of 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 CenterState or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. 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 CenterState’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereto.
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, either individually or in the aggregate, a Material Adverse Effect on CenterStateCBC, (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 CenterState or CBC, any of its Subsidiaries or for the account of a customer of CenterState 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 reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CenterState CBC or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception), and are in full force and effect. CenterState ; 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 CenterStateCBC’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
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 CenterStateSCB, (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 CenterState or SCB, any of its Subsidiaries or for the account of a customer of CenterState 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 reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CenterState SCB or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception), and are in full force and effect. CenterState ; and (b) 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 CenterStateSCB’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
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 have, either individually or in the aggregate, a Material Adverse Effect on CenterStateOld National, (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 CenterState or Old National, any of its Subsidiaries or for the account of a customer of CenterState Old National 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 CenterState Old National or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState ; and (b) Old National 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 CenterStateOld National’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Midwest Bancorp Inc), Agreement and Plan of Merger (Old National Bancorp /In/)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterStateXxxxxxx, (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 CenterState or Xxxxxxx, any of its Subsidiaries or for the account of a customer of CenterState Xxxxxxx 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 CenterState Xxxxxxx or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState ; and (b) Xxxxxxx 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 CenterState’s Xxxxxxx’x knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Webster Financial Corp)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterStateFirst Midwest, (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 CenterState or First Midwest, any of its Subsidiaries or for the account of a customer of CenterState First Midwest 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 CenterState First Midwest or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState ; and (b) First Midwest 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 CenterStateFirst Midwest’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (First Midwest Bancorp 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 CenterStatePACW, (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 CenterState or PACW, any of its Subsidiaries or for the account of a customer of CenterState 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 reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CenterState PACW or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState effect and (b) 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 CenterStatePACW’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
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 CenterStateHTLF, 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 CenterState HTLF or any of its Subsidiaries or for the account of a customer of CenterState 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 CenterState HTLF or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState 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 CenterStateHTLF’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heartland Financial Usa Inc), Agreement and Plan of Merger (Umb Financial Corp)
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 CenterStateBANC, (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 CenterState or BANC, any of its Subsidiaries or for the account of a customer of CenterState 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 reasonably believed to be financially responsible at the time and are legal, valid and binding obligations of CenterState BANC or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState effect and (b) 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 CenterStateBANC’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
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 CenterStateUmpqua, (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 CenterState or Umpqua, any of its Subsidiaries or for the account of a customer of CenterState Umpqua 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 CenterState Umpqua or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState ; and (b) Umpqua 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 CenterStateUmpqua’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Umpqua Holdings Corp), Agreement and Plan of Merger (Columbia Banking System, Inc.)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterStateWxxxxxx, (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 CenterState or Wxxxxxx, any of its Subsidiaries or for the account of a customer of CenterState Wxxxxxx 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 CenterState Wxxxxxx or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState ; and (b) Wxxxxxx 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 CenterState’s Wxxxxxx’x knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Sterling Bancorp)
Risk Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CenterStatePFIS, (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 CenterState or PFIS, any of its Subsidiaries or for the account of a customer of CenterState PFIS 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 CenterState PFIS or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect. CenterState ; and (b) PFIS 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 CenterStatePFIS’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party theretothereunder.
Appears in 1 contract