Tangible Properties and Assets. (a) Company Disclosure Schedule 3.31 sets forth a true, correct and complete list of all real property owned by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.31, and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Company or its Subsidiary has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy or operation of any material asset.
(b) Company Disclosure Schedule 3.31 sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which Company uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material default by Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease, and to Company’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. Except as set forth on Company Disclosure Schedule 3.31, there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, incl...
Tangible Properties and Assets. (a) HCBF Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by HCBF and each of its Subsidiaries. Except as set forth in HCBF Disclosure Schedule 3.30(a), HCBF or its Subsidiaries has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Except as set forth on HCBF Disclosure Schedule 3.30(a), there is no pending or, to HCBF’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HCBF or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in HCBF Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to CenterState.
(b) HCBF Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which HCBF or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither HCBF nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a breach by HCBF or any of its Subsidiaries of, or default by HCBF or any of its Subsidiaries in, the ...
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiar...
Tangible Properties and Assets. (a) SWGB Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned by SWGB or each of its Subsidiaries. Except as set forth in SWGB Disclosure Schedule 3.29(a), SWGB or its Subsidiaries has good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), material to its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, including without limitation Taxes not yet due and payable or due and payable but not yet delinquent, (ii) mechanics’, workmens’, repairmens’, warehousemens’, carriers’, or similar Liens arising in the Ordinary Course of Business, (iii) any Liens imposed by applicable Law, (iv) easements, rights of way, and other similar Liens of record, or (v) the rights to possession of certain space within the Owned Real Property as disclosed on SWGB Disclosure Schedule 3.29(a). There is no pending or, to SWGB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that SWGB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the Owned Real Property set forth in SWGB Disclosure Schedule 3.29(a) in SWGB’s or its Subsidiaries’ possession, and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject, in SWGB’s or its Subsidiaries’ possession, have been furnished or made available to FBMS.
(b) SWGB Disclosure Schedule 3.29(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which SWGB or any of its Subsidiaries uses or occupies or has the right to use or occupy, nor or in the future, Real Property (a “Lease” or the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither SWGB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. To SWGB’s Knowledge,...
Tangible Properties and Assets. (i) Section 5.02(v)(i) of Parent Disclosure Schedule sets forth a true, correct and complete list of all real property owned by Parent or any Parent Subsidiary. Except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, each of Parent and the Parent Subsidiaries has good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (A) statutory Liens for amounts not yet delinquent and (B) Liens that, individually and in the aggregate, are not material in character, amount or extent, or do not materially detract from the value and do not materially interfere with the present use, occupancy or operation of any material asset.
(ii) Section 5.02(v)(ii) of Parent Disclosure Schedule sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which each of Parent or any Parent Subsidiary uses or occupies or has the right to use or occupy, now or in the future, real property (the "Parent Leases"). Each Parent Lease is a valid and binding obligation of Parent or its applicable Subsidiary and is in full force and effect and, as of the date hereof, neither Parent nor any Parent Subsidiary has received a written notice of, and otherwise has no Knowledge of, any default or termination (prior to expiration of the term) with respect to any Parent Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Parent or any Parent Subsidiary of, or material default by Parent or any Parent Subsidiary in, the performance of any covenant, agreement or condition contained in any Parent Lease, and to Parent's Knowledge, no lessor under a Parent Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Parent Lease. Parent and Parent Subsidiaries have paid all rents and other charges to the extent due under Parent Leases.
Tangible Properties and Assets. (a) Section 3.30(a) of the Seacoast Disclosure Schedule sets forth a true, correct and complete list of all Seacoast Owned Property. Seacoast or a Seacoast Subsidiary has (i) good, valid and marketable fee title to all of the Seacoast Owned Property, (ii) a valid leasehold interest in or otherwise legally enforceable rights to use all of the Seacoast Leased Property, and (iii) fee title or a legally enforceable right to use all other personal property, rights and other assets (tangible or intangible), used, occupied and operated or held for use by Seacoast or a Seacoast Subsidiary as of the date of this Agreement in connection with the business of Seacoast and the Seacoast Subsidiaries as presently conducted, in each case, free and clear of all Liens, except for Permitted Liens. There is no pending or, to Seacoast’s Knowledge, threatened Legal Proceeding with respect to the Seacoast Owned Property or, to Seacoast’s Knowledge, the Seacoast Leased Property, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such Legal Proceeding has not had, and would not reasonably be expected to have, a Material Adverse Effect on Seacoast or any Seacoast Subsidiary. Seacoast has furnished or made available to Enterprise true, correct and complete copies of all deeds, surveys, title insurance policies, mortgages, deeds of trust and security agreements, and documents evidencing encumbrances or exceptions to the applicable title commitment or title policy that Seacoast or any Seacoast Subsidiary has in its possession related to any Seacoast Owned Property or Seacoast Leased Property.
(b) Section 3.30(b) of the Seacoast Disclosure Schedule sets forth a true, correct and complete schedule as of the date of this Agreement of all Contracts (including any amendments, supplements or modifications to each of the foregoing) under which Seacoast or any Seacoast Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property (each as amended, supplemented or modified, individually a “Lease” and, collectively, the “Leases”). Each Lease is valid, binding and in full force and effect against Seacoast or a Seacoast Subsidiary, as the case may be, and, to Seacoast’s Knowledge, against the other parties thereto. Neither Seacoast nor any Seacoast Subsidiary has received a written or, to Seacoast’s Knowledge, oral notice of any material default on the part of the Seacoast or any Seacoas...
Tangible Properties and Assets. (a) Sound Bank Disclosure Schedule Section 3.30 sets forth a true, correct and complete list of all real property owned by Sound Bank and each of its Subsidiaries. Except as set forth in Sound Bank Disclosure Schedule Section 3.30, and except for properties and assets disposed of in the Ordinary Course of Business or as permitted by this Agreement, Sound Bank or its Subsidiary has good, valid and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for statutory Liens for amounts not yet delinquent.
(b) Sound Bank Disclosure Schedule Section 3.30 sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which Sound Bank or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Sound Bank Leases”). Each of the Sound Bank Leases is valid, binding and in full force and effect and neither Sound Bank nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, material default or termination with respect to any Sound Bank Lease. To Sound Bank’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a material breach by Sound Bank or any of its Subsidiaries of, or material default by Sound Bank or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Sound Bank Lease. To Sound Bank’s Knowledge, no lessor under a Sound Bank Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Sound Bank Lease. Except as set forth on Sound Bank Disclosure Schedule Section 3.30, Sound Bank has not received written notice of any pending or, to Sound Bank’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Sound Bank or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Sound Bank and each of...
Tangible Properties and Assets. (a) The December 31, 1989 Financial Statements (as modified by transactions disclosed in Section 3.5) disclose all real and tangible personal properties owned or leased by the Corporation or the Subsidiary, including without limitation equipment, furniture, fixtures and leasehold improvements.
(b) With respect to all real and tangible personal properties owned or leased by the Corporation or the Subsidiary that are material to the operation of the Business: (i) the Corporation or the Subsidiary has good and marketable title to them, or valid and subsisting leasehold interests in them, free and clear of liens, encumbrances or security interests except for those listed on Schedule 3.12 and liens for taxes yet payable; (ii) the Corporation or the Subsidiary is in possession of them; (iii) they are in good operating condition and repair (ordinary wear and tear excepted); (iv) they are usable in the ordinary course of business; (v) they and their use conform in all material respects to all applicable laws, ordinances and regulations; and (vi) their use does not violate any Contracts to which the Corporation or the Subsidiary is a party.
(c) All inventories of the Corporation and the Subsidiary (i) are in amounts adequate to fill customer orders in the ordinary course of business in accordance with the Corporation's normal inventory practices, (ii) are of a quality usable and salable in the ordinary course, free of any material defect or deficiency, and (iii) are valued at the lower of cost or market.
Tangible Properties and Assets. 6.11.1 The Company has full and legal title to the use of all the movable and fixed assets currently used in connection with its businesses, as currently conducted. Each of such assets is free and clear from any Encumbrance.
Tangible Properties and Assets. The Company and its Subsidiaries have, and immediately following the Effective Time will continue to have, good and valid title to their owned assets, or in the case of assets and properties they lease, valid rights by lease to use, all tangible personal assets and properties used or held for use by the Company and its Subsidiaries to conduct their business as currently conducted, except for such failures to hold valid titles or rights by lease that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.
