Common use of Tangible Properties Clause in Contracts

Tangible Properties. (a) Except as set forth in Section 2.17(a) of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 2.17 of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.17(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 2002, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2002 in the ordinary course of business, (B) Liens reflected in the Company Balance Sheet or the balance sheet dated June 30, 2003 included in the applicable Company 10-Q, and (C) Liens for current Taxes not yet due and payable.

Tangible Properties. (ai) Except First Midlothian neither owns nor leases any tangible properties, real and personal. (ii) SCHEDULE 1(k) describes all tangible properties, real and personal (showing the gross book values, accumulated depreciation and net book values), owned or leased by First Bank as set forth in Section 2.17(a) of the Company Disclosure Scheduledate of the First Midlothian Financial Statements, having an original cost in excess of $25,000 (exclusive of supplies consumable in the Company ordinary course of business, which need not be scheduled). First Bank has good and each Company Subsidiary owns indefeasible fee simple title to or all material real estate owned by it, has a valid leasehold interest in each of the real leased properties at which and owns outright all other assets and properties, whether real, personal or mixed, tangible or intangible, described in SCHEDULE 1(k) or reflected in the Company First Midlothian Financial Statements or any Company Subsidiary conducts operations acquired after said date (other than properties sold, and supplies consumed, by First Bank in the “Company Properties”ordinary course of its banking business consistent with its past practice), free and clear of any Liensall liens, pledges, mortgages, security interests, charges, burdens, encumbrances, options and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title adverse claims (collectively, “Property Restrictions”"Burdens"), except for (i) the matters in each case as set forth in Section 2.17 SCHEDULE 1(k) and except for liens for current taxes not yet due and payable and such imperfections of the Company Disclosure Scheduletitle, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially covenants and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, easements as do not materially detract from the value of or materially interfere with the present use of any of the Company Properties asset or property subject thereto or affected thereby. Since the date of the First Midlothian Financial Statements, and do First Bank has not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen satisfied or been incurred only discharged, or become obligated to satisfy or discharge, any Burden affecting First Bank or any asset of First Bank, except in the ordinary course of First Bank's banking business or are set forth consistent with its past practice. The operation of the properties of First Bank and the business of First Bank in the Company’s financial statements included manner in the Company SEC Reports filed prior to the date of this Agreement. Except which they are now operated does not violate any zoning ordinances or municipal regulations in such a way as set forth could, if such ordinances or regulations were enforced, result in Section 2.17 any material impairment of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any uses of the Company Properties has been received by respective properties for the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage purposes for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.17(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 2002, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2002 in the ordinary course of business, (B) Liens reflected in the Company Balance Sheet or the balance sheet dated June 30, 2003 included in the applicable Company 10-Qthey are now operated, and (C) Liens for current Taxes not yet due and payableno covenants, easements, rights-of-way or regulations of record materially impair such uses.

Tangible Properties. (a) Except as set forth in Section 2.17(a2.16(a) of the Company Disclosure Schedule, the Company and each the Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any the Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Company Property Restrictions”), except for (i) the matters set forth in Section 2.17 2.16(a) of the Company Disclosure Schedule, (ii) Company Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company SubsidiariesSubsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Company Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries Subsidiary and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this AgreementFinancial Statements. Except as set forth in Section 2.17 2.16(a) of the Company Disclosure Schedule or as would not, individually Table of Contents or in the aggregate, reasonably be expected to have a Company Material Adverse Effectexceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any the Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.17(b2.16(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectexceed One Hundred Thousand Dollars ($100,000.00), the Company and the Company Subsidiaries Subsidiary own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 20022003, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2002 2003 in the ordinary course of business, (B) Liens reflected in the Company Balance Sheet or the balance sheet dated June 30, 2003 included in the applicable Company 10-QFinancial Statements, and (C) Liens for current Taxes not yet due and payable.

Tangible Properties. (a) Except as set forth in Section 2.17(a3.17(a) of the Company Parent Disclosure Schedule, the Company Parent and each Company Parent Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company Parent or any Company Parent Subsidiary conducts operations (the “Company Parent Properties”), free and clear of any Liens, and the Company Parent Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Parent Property Restrictions”), except for (i) the matters set forth in Section 2.17 3.17(a) of the Company Parent Disclosure Schedule, (ii) Parent Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Parent Property Restrictions imposed on the fee title of any property leased by the Company Parent or any of the Company Parent Subsidiaries, (iv) Liens and Parent Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Parent Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Parent Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company Parent and the Company Parent Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the CompanyParent’s financial statements included in the Company Parent SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 3.17(a) of the Company Parent Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectexceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Parent Properties has been received by the Company Parent or any Company Parent Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Parent Properties; (C) there is no Company Parent Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company Parent is responsible to any Company Parent Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.17(b3.17(b) of the Company Parent Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectexceed One Hundred Thousand Dollars ($100,000.00), the Company Parent and the Company Parent Subsidiaries own good and marketable title, free and clear of all Table of Contents Liens, to all of the personal property and assets shown on the Company Parent Balance Sheet or acquired after December March 31, 20022004, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2002 2003 in the ordinary course of business, (B) Liens reflected in the Company Parent Balance Sheet or the balance sheet dated June 30March 31, 2003 2004 included in the applicable Company Parent 10-Q, and (C) Liens for current Taxes not yet due and payable.

Tangible Properties. The Companies do not own any real property (a) Except as set "Real Property"). Schedule 4.11 sets forth in Section 2.17(a) a complete and accurate list of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for all (i) the matters set forth in Section 2.17 of the Company Disclosure ScheduleReal Property leases ("Real Property Leases"), (ii) Property Restrictions imposed all leases of material personal property used in the operation of the business of the Companies, and (iii) all material executory contracts to which the Companies are a party for the sale or promulgated purchase of real and personal property (excluding contracts for the purchase or sale of inventory or supplies in the ordinary course of business). Each of the Companies has valid, binding and enforceable in accordance with its terms (except as enforcement thereof may be limited by law bankruptcy, insolvency or any governmental body other similar laws affecting the enforcement of creditors' rights in general, moratorium laws or authority by general principles of equity) leases with respect to any personal or real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by it, has performed all the Company or obligations required to be performed by it under said leases, except where any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided such failure to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, whichperform would not have, individually or in the aggregate, a Material Adverse Effect, and possesses and quietly enjoys said properties under said leases, and such properties are not material in amountsubject to any Liens, do not materially detract from easements, rights of way, building or use restrictions, exceptions, reservations or limitations, other than Permitted Liens. None of the value Companies has received notice of (A) any violation of any applicable zoning regulation, ordinance or materially interfere with other law, order, regulation or requirement relating to the present use operations of owned or leased properties related to the business of the Companies and none of the Companies has any knowledge of any violation or (B) any pending or threatened condemnation proceedings relating to any of the Company Properties subject thereto owned or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements leased properties included in the Company SEC Reports filed prior Business Assets and there are no such pending or threatened proceedings. The plants, structures, tangible properties and equipment owned, operated or leased relating to the date of this Agreement. Except as set forth in Section 2.17 business of the Company Disclosure Schedule Companies, as currently conducted, are in good operating condition and repair, ordinary wear and tear excepted, and are in conformity with all applicable laws, ordinance, orders, regulations and other requirements (including applicable zoning laws and regulations and Environmental Laws (as hereinafter defined)) presently in effect or as scheduled to take effect, except where such failure would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any of . The Seller has delivered to or made available to the Company Properties has been received by Purchaser or the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; Purchaser's counsel true and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.17(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries own good and marketable title, free and clear complete copies of all Liensleases, agreements, contracts and deeds or other evidence of title to all of the personal owned or leased property and assets shown listed on the Company Balance Sheet or acquired after December 31, 2002, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2002 in the ordinary course of business, (B) Liens reflected in the Company Balance Sheet or the balance sheet dated June 30, 2003 included in the applicable Company 10-Q, and (C) Liens for current Taxes not yet due and payableSchedule 4.11 hereof.