Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company and its Subsidiaries have good title, and as to owned real property, have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 2005), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. (b) Except as set forth in Disclosure Schedule 3.14(b), all agreements pursuant to which Company or any of its Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respect, and there is not, under any of such leases or licenses, any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure Schedule 3.14(b), Company and its Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessor) as of the Effective Time of the Merger, and shall have the right to transfer each lease or sublease pursuant to this Agreement. (i) All of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a)Sterling, Company Sterling Bank and its the Sterling Subsidiaries have good title, and as to owned real property, property have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company Sterling or the Financial Regulatory Reports of Sterling Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value value, collected or written off in the ordinary course of business since December 31September 30, 20052009), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company Sterling and the Financial Regulatory Reports of Sterling Bank or incurred in the ordinary course of business after December 31September 30, 2005 and 2009, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 aggregate material to Sterling and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithits subsidiaries on a consolidated basis. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company Sterling, Sterling Bank or any of its Subsidiaries Sterling Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event which of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth , except for defaults that individually or in Disclosure Schedule 3.14(b), Company the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessor) lessor), and as of the Effective Time of the Merger, and and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries shall have the right to transfer assume each lease or sublease pursuant to this AgreementAgreement and by operation of law. (ic) All of the buildings, structures and fixtures owned, leased or subleased by Company Sterling, Sterling Bank or any of its Subsidiaries Sterling Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which that do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all . All of the material personal properties owned, leased or subleased by Company Sterling, Sterling Bank or any of its Subsidiaries Sterling Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which that do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a)Each of Community, Company Community Bank and its Subsidiaries have their respective subsidiaries has good title, and as to owned real property, have has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under the name of any of their names them on the Financial Statements of Company Community or the Financial Regulatory Reports of Community Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 20052002), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company Community and the Financial Regulatory Reports of Community Bank or incurred in the ordinary course of business after December 31, 2005 and 2002, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements aggregate material to the Condition of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithCommunity on a consolidated basis. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company Community, Community Bank or any of its Subsidiaries their respective subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults which individually or in the aggregate would not have a Material Adverse Effect on the Condition of Community on a consolidated basis. Except as set forth in Disclosure Schedule 3.14(b)Community, Company Community Bank and its Subsidiaries their respective subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and shall have the right to transfer each lease or sublease pursuant to this Agreement. (c) Except as set forth in Schedule 3.13(c), (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries Community, Community Bank and their respective subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries Community, Community Bank and their respective subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), The Company and its the Company Subsidiaries have good title, and as to owned real property, property have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of the Company or the Financial Regulatory Reports of the Company or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value value, collected or written off in the ordinary course of business since December 31, 20052022), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claimsLiens, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims Liens reflected in the Financial Statements of the Company and the Financial Regulatory Reports of the Company or incurred in the ordinary course of business after December 31, 2005 and 2022, (ii) statutory liens Liens for amounts not yet delinquent or which that are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free (iii) Liens and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected title imperfections that are not in the Financial Statements of aggregate material to the Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithits subsidiaries on a consolidated basis. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which the Company or any of its Subsidiaries Company Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event which of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth , except for defaults that individually or in Disclosure Schedule 3.14(b), the aggregate would not have a Material Adverse Effect on the Company and its subsidiaries on a consolidated basis. The Company and the Company Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liensLiens, claims or encumbrances (other than the rights of the lessor lessor), and, except as set forth in the Company Disclosure Schedule 3.13(b), Parent or sublessor) as one of the Effective Time of the Merger, and its subsidiaries shall have the right to transfer assume each lease or sublease pursuant to this AgreementAgreement and by operation of law. (ic) All of the buildings, structures and fixtures owned, leased or subleased by the Company or any of its Subsidiaries Company Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which that do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all . All of the material personal properties owned, leased or subleased by the Company or any of its Subsidiaries Company Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which that do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company and its Subsidiaries have Bancorp has good title, and as to owned real property, have has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under any of their names its name on the Bancorp Financial Statements of Company or the Bancorp Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 20052003), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claimsLiens, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims Liens reflected in the Bancorp Financial Statements of Company or incurred in and the ordinary course of business after December 31Bancorp Regulatory Reports, 2005 and (ii) statutory liens Liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (iiii) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected Liens that are not in the Financial Statements aggregate material to the Condition of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithBancorp. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company or any of its Subsidiaries Bancorp leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults which, individually or in the aggregate, would not have a Material Adverse Effect on Bancorp. Except as set forth in Disclosure Schedule 3.14(b), Company and its Subsidiaries Bancorp shall have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liensLiens, claims or encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and shall have the right to transfer each lease or sublease pursuant to this AgreementTime. (c) Except as set forth in Schedule 4.13(c), (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries Bancorp are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries Bancorp are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company Seller and its the Seller Subsidiaries have good and marketable title, and as to owned real property, have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company Seller or the Financial Regulatory Reports of Seller Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31September 30, 20052011), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company Seller and the Financial Regulatory Reports of Seller Bank or incurred in the ordinary course of business after December 31September 30, 2005 and 2011, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements aggregate material to the financial condition, results of Company operations, business or incurred in the ordinary course prospects of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithSeller. (b) Except All Contracts (as set forth in Disclosure Schedule 3.14(b), all agreements defined herein) pursuant to which Company Seller or any of its the Seller Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws of general applicability relating to creditor’s or affecting creditors’ rights and to or by general principles of equity) equity principles), and, to the Company’s Knowledgeexcept as set forth on Schedule 3.13(b), against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respect, and there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure on Schedule 3.14(b3.13(b), Company and its Seller or one of the Seller Subsidiaries have has all right, title and interest as a lessee under the terms of each Contract that is a lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and Buyer or a Buyer Subsidiary shall have the right to transfer assume each lease or sublease pursuant to this AgreementAgreement and by operation of law. (c) Except as set forth in Schedule 3.13(c), (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Seller and the Seller Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company Seller or any of its the Seller Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(aDISCLOSURE SCHEDULE 3.13(A), Company and its Subsidiaries have the Bank has good title, and as to owned real property, have has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by it or carried under any of their names its name on the Financial Statements of Company the Bank or the Call Reports of the Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 20051997), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company the Bank, and the Call Reports of the Bank or incurred in the ordinary course of business after December 31, 2005 and 1997, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that would not in the Financial Statements of Company or incurred in aggregate have a Material Adverse Effect on the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithBank. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company or any of its Subsidiaries the Bank leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s affecting the enforcement of creditors' rights generally and to general principles except that the availability of equity) and, the equitable remedies of specific performance or injunctive relief is subject to the Company’s Knowledge, against the other parties thereto and none discretion of the Company or its Subsidiaries, or, to the Knowledge of the Company, court before which any other party to any such lease or license, is in breach or default, in any material respect, and there is not, under any of such leases or licenses, any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformanceproceedings may be brought). Except as set forth in Disclosure Schedule 3.14(bDISCLOSURE SCHEDULE 3.13(B), Company and its Subsidiaries have the Bank has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessor) lessor), as of the Effective Time of the Merger, and shall have the right to transfer each lease or sublease pursuant to this Agreement. (c) Other than real estate owned, acquired by foreclosure or voluntary deed in lieu of foreclosure (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries the Bank are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries the Bank are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company Xxxx and its Subsidiaries the Xxxx Xxxxxxxxxxxx have good title, and as to owned real property, property have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company Xxxx or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value value, collected or written off in the ordinary course of business since December 31, 2005business), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company Xxxx or incurred in the ordinary course of business after December 31June 30, 2005 and 2022, (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 aggregate material to Noah and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithits subsidiaries on a consolidated basis. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company Noah or any of its Subsidiaries Noah Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event which of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth , except for defaults that individually or in Disclosure Schedule 3.14(b), Company the aggregate would not have a Material Adverse Effect on Noah and its subsidiaries on a consolidated basis. Xxxx and the Noah Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor lessor), and, except as set forth in Noah Disclosure Schedule 3.13(b), TBOP or sublessor) as one of the Effective Time of the Merger, and its subsidiaries shall have the right to transfer assume each lease or sublease pursuant to this AgreementAgreement and by operation of law. (ic) All of the buildings, structures and fixtures owned, leased or subleased by Company Xxxx or any of its Subsidiaries Xxxx Xxxxxxxxxx are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which that do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all . All of the material personal properties owned, leased or subleased by Company Xxxx or any of its Subsidiaries Xxxx Xxxxxxxxxx are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which that do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company UpState and its the UpState Subsidiaries have good and marketable title, and as to owned real property, have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company UpState or the Financial Regulatory Reports of USNY Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 20052016), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company UpState and the Financial Regulatory Reports of USNY Bank or incurred in the ordinary course of business after December 31, 2005 and 2016, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements aggregate material to the financial condition, results of Company operations, business or incurred in the ordinary course prospects of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithUpState. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company UpState or any of its the UpState Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults which individually or in the aggregate would not have a Material Adverse Effect on UpState. Except as set forth in Disclosure Schedule 3.14(b), Company and its UpState or one of the UpState Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and and, except as set forth on Schedule 3.13(b), Xxxxxxx shall have the right to transfer assume each lease or sublease pursuant to this AgreementAgreement and by operation of law. (c) Except as set forth in Schedule 3.13(c), (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its UpState and the UpState Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company UpState or any of its the UpState Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a3.13(a), Company each of CENIT, CENIT Bank and its Subsidiaries have their respective subsidiaries has good title, and as to owned real property, have has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under the name of any of their names them on the Financial Statements of Company CENIT or the Thrift Financial Reports of CENIT Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 20052000), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company CENIT and the Thrift Financial Reports of CENIT Bank or incurred in the ordinary course of business after December 31, 2005 and 2000, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements aggregate material to the Condition of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithCENIT on a consolidated basis. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company CENIT, CENIT Bank or any of its Subsidiaries their respective subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcyterms, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles the knowledge of equity) andCENIT, to the Company’s Knowledge, against the other parties thereto and none of the Company CENIT Bank or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respect, and CENIT subsidiary there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults which individually or in the aggregate would not have a Material Adverse Effect on the Condition of CENIT on a consolidated basis. Except as set forth in Disclosure Schedule 3.14(b3.13(b), Company CENIT, CENIT Bank and its Subsidiaries their respective subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and shall have the right to transfer each lease or sublease pursuant to this Agreement. (c) Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries CENIT, CENIT Bank and their respective subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere in any material respect with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries CENIT, CENIT Bank and their respective subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere in any material respect with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company and its Subsidiaries have good Advantage has marketable title, and as to owned real property, have good and has marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company Advantage or the Financial Regulatory Reports of Advantage or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 20052002), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company Advantage and the Financial Regulatory Reports of Advantage or incurred in the ordinary course of business after December 31, 2005 and 2004, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements aggregate material to the Condition of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithAdvantage. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company or any of its Subsidiaries Advantage leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults which individually or in the aggregate would not have a Material Adverse Effect on the Condition of Advantage. Except as set forth in Disclosure Schedule 3.14(b), Company and its Subsidiaries have Advantage has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and and, except as set forth on Schedule 3.13(b), Sun shall have the right to transfer assume each lease or sublease pursuant to this AgreementAgreement and by operation of law. (c) Except as set forth in Schedule 3.13(c), (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries Advantage are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries Advantage are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a)3.13(a) and except with respect to "other real estate owned", Company and its Subsidiaries have Xxxxx has good title, and as to owned real property, have has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by it or carried under any of their names its name on the Financial Statements of Company Xxxxx, or the Call Reports of Xxxxx or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31June 30, 20051995), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company Xxxxx and the Call Reports of Xxxxx or incurred in the ordinary course of business after December 31June 30, 2005 and 1995, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all (iii) liens, encumbrances, mortgages, security interests, restrictionspledges, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected and title imperfections that are not in the Financial Statements aggregate material to the Condition of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faithXxxxx. (b) Except as set forth in Disclosure Schedule 3.14(b), all All agreements pursuant to which Company or any of its Subsidiaries Xxxxx leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth , except for defaults which individually or in Disclosure Schedule 3.14(b), Company and its Subsidiaries the aggregate would not have all right, title and interest as a lessee under material adverse effect on the terms Condition of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor or sublessor) as of the Effective Time of the Merger, and shall have the right to transfer each lease or sublease pursuant to this AgreementXxxxx. (c) Other than "other real estate owned", (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of its Subsidiaries Xxxxx, are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company or any of its Subsidiaries Xxxxx, are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company SE Corp and its Subsidiaries subsidiaries have good and marketable title, and as to owned real property, have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company SE Corp or the Financial Regulatory Reports of SE Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December October 31, 20052010), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claimsEncumbrances, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims Encumbrances reflected in the Financial Statements of Company SE Corp and the Financial Regulatory Reports of SE Bank or incurred in the ordinary course of business after December October 31, 2005 and 2010, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, (iii) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or each Company Subsidiaryany transaction by SE Corp or one of its subsidiaries acting in a fiduciary capacity, as applicableand (iii) Encumbrances or title imperfections that are not in the aggregate material to the financial condition, has valid leasehold interests results of operations, business or prospects of SE Corp. (b) All material agreements pursuant to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company which SE Corp or any of its Subsidiaries, free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. (b) Except as set forth in Disclosure Schedule 3.14(b), all agreements pursuant to which Company or any of its Subsidiaries subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respectterms, and there is not, under any of such leases or licenses, any existing default or event which of default, or any event which, with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth , except for defaults which, individually or in Disclosure Schedule 3.14(b)the aggregate, Company and would not have a Material Adverse Effect on SE Corp. SE Corp or its Subsidiaries have subsidiaries has all right, title and interest as a lessee under the terms of each material lease or sublease, free and clear of all liens, claims or encumbrances Encumbrances (other than the rights of the lessor or sublessorlessor) as of the Effective Time of the Merger, and shall have the right to transfer each and, except as set forth on Schedule 3.13(b), there is no written restriction contained in any lease or sublease for real property prohibiting Beneficial from assuming such leases. Neither SE Corp nor any SE Corp subsidiary is a party to any Contract pursuant to this Agreementwhich it has securitized any of its assets. (c) Except as set forth in Schedule 3.13(c), (i) All all of the buildings, structures and fixtures owned, leased or subleased by Company or any of SE Corp and its Subsidiaries subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations, and (ii) all of the material personal properties owned, leased or subleased by Company SE Corp or any of its Subsidiaries subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects which do not interfere with the continued use thereof in the conduct of normal operations.