Common use of Title to Properties; Absence of Liens and Encumbrances, etc Clause in Contracts

Title to Properties; Absence of Liens and Encumbrances, etc. The Company has good and marketable title to all its properties and assets, real and personal (including those reflected in the Company Financial Statements, except as sold or otherwise disposed of in the ordinary course of business since the date thereof), in each case free and clear of all liens, encumbrances, charges, defaults or equitable interests, except (i) those reflected in the Company Financial Statements or in the notes to such Company Financial Statements, (ii) the lien of current taxes not yet due and payable, (iii) pledges to secure deposits and other liens incurred in the ordinary course of banking business and (iv) such imperfections of title, easements and encumbrances, if any, as are not substantial in character, amount or extent, and do not materially detract from the value, or interfere with the present or anticipated business use, of the properties subject thereto or affected thereby, or impair business operations. The Company has not received any notice of violation of any applicable zoning laws, orders, regulations, or requirements relating to its operations or its properties which has not been complied with, nor any proposed changes in any such laws, orders or regulations which might have a material adverse effect on its business. The Company has no knowledge of any threatened or impending condemnation of any properties of the Company by any governmental authority. All leases pursuant to which the Company, as lessee, leases real and personal property are valid and enforceable in accordance with their respective terms.

Title to Properties; Absence of Liens and Encumbrances, etc. The Company Purchaser has good and marketable title to all its properties and assets, real and personal (including those reflected in the Company Purchaser Financial Statements, except as sold or otherwise disposed of in the ordinary course of business since the date thereof), in each case free and clear of all liens, encumbrances, charges, defaults or equitable interests, except (i) those reflected in the Company Purchaser Financial Statements or in the notes to such Company Purchaser Financial Statements, (ii) the lien of current taxes not yet due and payable, (iii) pledges to secure deposits and other liens incurred in the ordinary course of banking business and (iv) such imperfections of title, easements and encumbrances, if any, as are not substantial in character, amount or extent, and do not materially detract from the value, or interfere with the present or anticipated business use, use of the properties subject thereto or affected thereby, or impair business operations. The Company Purchaser has not received any notice of violation of any applicable zoning laws, orders, regulations, or requirements relating to its operations or its properties which has not been complied with, nor any proposed changes in any such laws, orders order or regulations which might have a material adverse effect on its business. The Company Purchaser has no knowledge of any threatened or impending condemnation of any properties of the Company Purchaser by any governmental authority. All leases pursuant to which the CompanyPurchaser, as lessee, leases real and personal property are valid and enforceable in accordance with their respective terms.