Common use of Title to and Condition of Assets Clause in Contracts

Title to and Condition of Assets. (a) Shelby County, SCSB or either of the Subsidiaries, as the case may be, has good and marketable title in fee simple absolute to all real property (including, without limitation, all real property used as bank premises and all other real estate owned) which is reflected in the Shelby County Financial Statements as of September 30, 1997; good and marketable title to all personal property reflected in the Shelby County Financial Statements as of September 30, 1997, other than personal property disposed of in the ordinary course of business since September 30, 1997; good and marketable title to or right to use by valid and enforceable lease or contract all other properties and assets (whether real or personal, tangible or intangible) which Shelby County, SCSB or either of the Subsidiaries purports to own or which Shelby County, SCSB or either of the Subsidiaries uses in their respective businesses; and good and marketable title to, or right to use by the terms of a valid and enforceable lease or commitment all other property and assets acquired and not disposed of or leased, as the case may be, since September 30, 1997. All of such properties and assets owned by Shelby County, SCSB and the Subsidiaries are owned free and clear of all land or conditional sales contracts, mortgages, encumbrances, liens, pledges, restrictions, security interests, charges, claims or rights of third parties of any nature except (i) as set forth in the Disclosure Schedule; (ii) as specifically noted in reasonable detail in the Shelby County Financial Statements; (iii) statutory liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings; (iv) pledges or liens required to be granted in connection with the acceptance of government deposits or granted in connection with repurchase or reverse repurchase agreements; and (v) easements, encumbrances and liens of record, minor imperfections of title, building or use restrictions, variations and other limitations which are not substantial in amounts, do not materially detract from the value or materially interfere with the present or contemplated use of any of the properties subject thereto or otherwise materially impair the use thereof for the purposes for which they are held or used. All real property owned or leased by Shelby County, SCSB and the Subsidiaries is in material compliance with all applicable zoning and land use laws.

Title to and Condition of Assets. (a) Shelby County, SCSB or either The Assets constitute all of the Subsidiariesassets, as the case may be, has good rights and marketable title in fee simple absolute to all real property (including, without limitation, all real property interests of every kind and description that are used as bank premises and all other real estate owned) which is reflected by Seller in the Shelby County Financial Statements Business (other than assets of Seller or American Meter that are not principally used in the Business and not necessary to conduct the Business as of September 30set forth on Schedule 1.2 hereof) and will permit Purchaser to operate the Business in compliance with all legal requirements substantially as conducted by Seller. All tangible Assets are physically located at 105 Erskine Lane, 1997; good Scott Depot, Wesx Xxxxxxxx. Xxxlex xxx and will transfer to Purchaser at Closing good, valid, marketable and exclusive title to and rightful and peaceful possession of all personal property reflected in the Shelby County Financial Statements as of September 30, 1997, other than personal property disposed of in the ordinary course of business since September 30, 1997; good and marketable title to or right to use by valid and enforceable lease or contract all other properties and assets (whether real or personal, tangible or intangible) which Shelby County, SCSB or either of the Subsidiaries purports to own or which Shelby CountyAssets, SCSB or either of the Subsidiaries uses in their respective businesses; and good and marketable title to, or right to use by the terms of a valid and enforceable lease or commitment all other property and assets acquired and not disposed of or leased, as the case may be, since September 30, 1997. All of such properties and assets owned by Shelby County, SCSB and the Subsidiaries are owned free and clear of any and all land or conditional sales contracts, mortgages, encumbrances, liens, pledges, restrictions, security interests, pledges, charges, claims or encumbrances, equities, rights of third parties first refusal, options to purchase, equitable interest, deeds of trust, claims, easements, rights-of-way, covenants, conditions or restrictions of any kind or nature whatsoever ("Liens"), except for (i) as set forth those disclosed in the Disclosure Schedule1997 Balance Sheet; (ii) as specifically noted in reasonable detail in the Shelby County Financial Statementsliens for current taxes not yet due and payable; and (iii) statutory liens for taxes not yet delinquent Liens disclosed on Schedule 3.15 hereto which will be removed and released at or being contested prior to the Closing. Seller is in rightful possession of all personal property leased to it from others and utilized in the Business. All tangible personal property of Seller included in the Assets is generally in good faith by appropriate proceedings; operating condition and repair (iv) pledges ordinary wear and tear excepted), has been utilized or liens required to be granted serviced only in connection with a manner that would not void or limit the acceptance of government deposits or granted in connection with repurchase or reverse repurchase agreements; and (v) easements, encumbrances and liens of record, minor imperfections of title, building or use restrictions, variations and other limitations which are not substantial in amounts, do not materially detract from the value or materially interfere with the present or contemplated use coverage of any of the properties subject thereto or otherwise materially impair the use thereof warranty thereon, has been properly maintained and are adequate and suitable for the purposes for which they are held or used. All real property owned or leased by Shelby County, SCSB and the Subsidiaries is in material compliance with all applicable zoning and land use lawsits intended purposes.

Title to and Condition of Assets. (a) Shelby County, SCSB or either of the Subsidiaries, as the case may be, has good and marketable title in fee simple absolute to all real property (including, without limitation, all real property used as bank premises and all other real estate owned) which is reflected in the Shelby County Financial Statements as of September 30, 1997; good and marketable title to all personal property reflected in the Shelby County Financial Statements as of September 30, 1997, other than personal property disposed of in the ordinary course of business since September 30, 1997; good and marketable title to or right to use by valid and enforceable lease or contract all other properties and assets (whether real or personal, tangible or intangible) which Shelby County, SCSB or either of the Subsidiaries purports to own or which Shelby County, SCSB or either of the Subsidiaries uses in their respective businesses; and good and marketable title to, or right to use by the terms of a valid and enforceable lease or commitment all other property and assets acquired and not disposed of or leased, as the case may be, since September 30, 1997. All of such properties and assets owned by Shelby County, SCSB and the Subsidiaries are owned free and clear of all land or conditional sales contracts, mortgages, encumbrances, liens, pledges, restrictions, security interests, charges, claims or rights of third parties of any nature except (i) as set forth in the Disclosure Schedule; (ii) as specifically noted in reasonable detail in the Shelby County Financial Statements; (iii) statutory liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings; (iv) pledges or liens required to be granted in connection with the acceptance of government deposits or granted in connection with repurchase or reverse repurchase agreements; and (v) easements, encumbrances and liens of record, minor imperfections of title, building or use restrictions, variations and other limitations which are not substantial in amounts, do not materially detract from the value or materially interfere with the present or contemplated use of any of the properties subject thereto or otherwise materially impair the use thereof for the purposes for which they are held or used. All real property owned or leased by Shelby County, SCSB and the Subsidiaries is in material compliance with all applicable zoning and land use laws.in