Common use of Title to Properties; Insurance Clause in Contracts

Title to Properties; Insurance. (a) Except as set forth in Schedule 4.7(a), the Company and each of its Subsidiaries have good and valid title to, or, in the case of property leased by any of them as lessee, a valid and subsisting leasehold interest in, their respective properties and assets, free of all Liens and encumbrances, except as sold or otherwise disposed of in the ordinary course of business and except for such Liens and encumbrances which would not cause a Material Adverse Effect. (b) Schedule 4.7(b) sets forth a complete and correct list of all insurance coverage carried by the Company or its Subsidiaries, the carrier and the terms and amount of coverage. All of the material assets of the Company and the Company's Subsidiaries and all aspects of the Company's and its Subsidiaries' businesses that are of insurable character are covered by insurance with insurers against risks of liability, casualty and fire and other losses and liabilities customarily obtained to cover comparable businesses and assets in amounts, scope and coverage which are consistent with prudent industry practice. Neither the Company nor any of its Subsidiaries is in default with respect to its obligations under any such insurance policy maintained by it. All such policies and other instruments are in full force and effect and no premiums with respect thereto are past due and owed. Except as set forth in Schedule 4.7(b), neither the Company nor any of its Subsidiaries has failed to give any notice or present any material claim under any such insurance policy in due and timely fashion or as required by any of such insurance policies, neither the Company nor any of its Subsidiaries has otherwise, through any act, omission or non-disclosure, jeopardized or impaired full recovery of any claim under such policies, and there are no claims by the Company or any of its Subsidiaries under any of such policies to which any insurance company is denying liability or defending under a reservation of rights or similar clause. Neither the Company nor any of its Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies and the consummation of the transactions contemplated by the Exchange Offer Documents will not result in any such termination or premium increase. The Company does not maintain directors' and officers' insurance.

Title to Properties; Insurance. Each of GABC and the GABC Subsidiaries own good, marketable and indefeasible fee simple title to all real properties reflected on the GABC Financial Statements as being owned by such entities and used by GABC or the GABC Subsidiaries in their respective businesses (a) Except as set forth in Schedule 4.7(acollectively, the “GABC Fee Real Estate”), the Company free and each clear of its Subsidiaries have good all liens, charges and valid title toencumbrances (except taxes which are a lien but not yet payable and liens, or, charges or encumbrances reflected in the case GABC Financial Statements and easements, rights-of-way, and other restrictions of property leased by any of them as lessee, a valid and subsisting leasehold interest in, their respective properties and assets, free of all Liens and encumbrances, except as sold or otherwise disposed of in the ordinary course of business and except for such Liens and encumbrances record which would not cause a Material Adverse Effect. (b) Schedule 4.7(b) sets forth a complete and correct list materially interfere, prevent or frustrate the current use of all insurance coverage carried by the Company or its SubsidiariesGABC Fee Real Estate). Except as otherwise disclosed to HLAN, the carrier and GABC Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any person of any right relating to the terms and amount purchase, use, occupancy or enjoyment of coveragesuch property or any portion thereof. To the knowledge of GABC, no portion of the GABC Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of GABC, no portion of the GABC Fee Real Estate is located in either a “Special Flood Hazard Area” pursuant to the Federal Insurance Rate Maps created by FEMA or an area which is inundated by a “100 year” flood as provided by any Governmental Authority. All material leasehold interests used by GABC and German American in their respective operations (collectively, the “GABC Leased Real Estate” and, together with the Fee Real Estate, the “GABC Real Estate”) are held pursuant to lease agreements (collectively, the “GABC Leases”) which are valid and enforceable in accordance with their terms. To the knowledge of GABC, there is no breach or default in any material respect by any party under any GABC Lease that is currently outstanding, and no party to any GABC Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the material assets GABC Leased Real Estate is subject to any sublease or grant to any person of any right to the use, occupancy or enjoyment of the Company property or any portion thereof. No consent under any GABC Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of GABC, the GABC Real Estate complies in all material respects with all applicable private agreements, zoning codes, ordinances and the Company's Subsidiaries and all aspects of the Company's and its Subsidiaries' businesses that are of insurable character are covered by insurance with insurers against risks of liability, casualty and fire requirements and other losses governmental laws and liabilities customarily obtained regulations relating thereto and there are no litigation or condemnation proceedings pending or, to cover comparable businesses and assets in amountsthe knowledge of GABC, scope and coverage which are consistent with prudent industry practice. Neither the Company nor any of its Subsidiaries is in default threatened with respect to its obligations under any such insurance policy maintained by itthe GABC Real Estate. All such policies licenses and other instruments permits necessary for the occupancy and use of the GABC Real Estate for the current use of the GABC Real Estate have been obtained and are in full force and effect effect, except for such licenses and permits, the failure of which to obtain, would not be reasonably likely to result in a Material Adverse Effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the GABC Real Estate are in good condition and repair, subject to normal wear and tear, and no premiums condition exists which materially interferes with respect thereto are past due the economic value or use thereof. GABC and owed. Except as set forth the GABC Subsidiaries have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by GABC or the GABC Subsidiaries in Schedule 4.7(b)their respective businesses free and clear of any claim, neither defense or right of any other person or entity that is material to GABC’s or the Company nor any GABC Subsidiaries’ ownership or use rights to such property, subject only to rights of its Subsidiaries has failed the licensor pursuant to give any notice applicable license agreements, which rights do not materially adversely interfere with the use or present any material claim under any such insurance policy in due and timely fashion or as required by any enjoyment of such insurance policies, neither property. All insurable properties owned or held by GABC or the Company nor any of its GABC Subsidiaries has otherwise, through any act, omission or non-disclosure, jeopardized or impaired full recovery of any claim under are insured in such policiesamounts, and there are no claims against fire and other risks insured against by the Company or any of its Subsidiaries under any of such policies to which any insurance company extended coverage and public liability insurance, as is denying liability or defending under a reservation of rights or similar clause. Neither the Company nor any of its Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period customary with respect to any of such policies and the consummation companies of the transactions contemplated by same size and in the Exchange Offer Documents will not result in any such termination or premium increase. The Company does not maintain directors' and officers' insurancesame business.

Title to Properties; Insurance. (a) Except as set forth in Schedule 4.7(a2.7(a), the Company and each of its Subsidiaries have good and valid title to, or, in the case of property leased by any of them as lessee, a valid and subsisting leasehold interest in, their respective properties and assets, free of all Liens and encumbrances, except as sold or otherwise disposed of in the ordinary course of business and except for such Liens and encumbrances which would not cause a Material Adverse Effect. (b) Schedule 4.7(b2.7(b) sets forth a complete and correct list of all insurance coverage carried by the Company or its Subsidiaries, the carrier and the terms and amount of coverage. All of the material assets of the Company and the Company's Subsidiaries and all aspects of the Company's and its Subsidiaries' businesses that are of insurable character are covered by insurance with insurers against risks of liability, casualty and fire and other losses and liabilities customarily obtained to cover comparable businesses and assets in amounts, scope and coverage which are consistent with prudent industry practice. Neither the Company nor any of its Subsidiaries is in default with respect to its obligations under any such insurance policy maintained by it. All such policies and other instruments are in full force and effect and no premiums with respect thereto are past due and owed. Except as set forth in Schedule 4.7(b2.7(b), neither the Company nor any of its Subsidiaries has failed to give any notice or present any material claim under any such insurance policy in due and timely fashion or as required by any of such insurance policies, neither the Company nor any of its Subsidiaries has otherwise, through any act, omission or non-disclosure, jeopardized or impaired full recovery of any claim under such policies, and there are no claims by the Company or any of its Subsidiaries under any of such policies to which any insurance company is denying liability or defending under a reservation of rights or similar clause. Neither the Company nor any of its Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies and the consummation of the transactions contemplated by the Exchange Offer Transaction Documents will not result in any such termination or premium increase. The Company does not maintain directors' and officers' insurance.

Title to Properties; Insurance. (ai) Except as set forth in Schedule 4.7(a), the Company Fidelity and each of its Subsidiaries have good and marketable title, free and clear of all liens, charges and encumbrances (except Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Fidelity Financial Statements and easements, rights-of-way, and other restrictions and imperfections not material in nature, and rights of redemption under applicable law) to all of their owned real properties, a list of which is included on Schedule 2.15 of the Disclosure Schedule, (ii) all leasehold interests for real property and personal property used by Fidelity and its Subsidiaries in their businesses are held pursuant to lease agreements which are valid title toand enforceable in accordance with their terms, a list of which is included on Schedule 2.15 of the Disclosure Schedule and copies of which have been delivered to PFGI, (iii) all such properties comply with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to our knowledge, threatened with respect to such properties, (iv) all insurable properties owned or held by Fidelity or its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with savings banks and savings and loan holding companies of similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Fidelity or its Subsidiaries under such policies, and (v) all tangible properties used in the case businesses of property leased by any of them as lesseeFidelity or its Subsidiaries are in good condition, a valid reasonable wear and subsisting leasehold interest intear excepted, their respective properties and assets, free of all Liens and encumbrances, except as sold or otherwise disposed of are useable in the ordinary course of business consistent with past practices. Section 2.15 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Fidelity and except for such Liens and encumbrances which would not cause a Material Adverse Effect. (b) Schedule 4.7(b) sets forth a complete and correct list of all insurance coverage carried by the Company or its Subsidiaries, the carrier amount and type of insurance, the name of the insurer and the terms and amount of coverage. All of the material assets of the Company and the Company's Subsidiaries and all aspects of the Company's and its Subsidiaries' businesses that are of insurable character are covered by insurance with insurers against risks of liability, casualty and fire and other losses and liabilities customarily obtained to cover comparable businesses and assets in amounts, scope and coverage which are consistent with prudent industry practice. Neither the Company nor any of its Subsidiaries is in default with respect to its obligations under any such insurance policy maintained by it. All such policies and other instruments are in full force and effect and no premiums with respect thereto are past due and owed. Except as set forth in Schedule 4.7(b), neither the Company nor any of its Subsidiaries has failed to give any notice or present any material claim under any such insurance policy in due and timely fashion or as required by any of such insurance policies, neither the Company nor any of its Subsidiaries has otherwise, through any act, omission or non-disclosure, jeopardized or impaired full recovery of any claim under such policies, and there are no claims by the Company or any of its Subsidiaries under any of such policies to which any insurance company is denying liability or defending under a reservation of rights or similar clause. Neither the Company nor any of its Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies and the consummation of the transactions contemplated by the Exchange Offer Documents will not result in any such termination or premium increase. The Company does not maintain directors' and officers' insuranceannual premium.

Title to Properties; Insurance. (ai) Except as set forth Pinnacle and its subsidiaries have marketable title, insurable at standard rates, free and clear of all liens, charges and encumbrances (except Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in Schedule 4.7(a)the Pinnacle Financial Statements and easements, the Company rights-of-way, and each of its Subsidiaries have good other restrictions and valid title toimperfections not material in nature, or, and further excepting in the case of Other Real Estate Owned (as such real estate is internally classified on the books of Pinnacle or its subsidiaries) rights of redemption under applicable law) to all of their owned real properties, (ii) all leasehold interests for real property leased and personal property used by Pinnacle and its subsidiaries in their businesses are held pursuant to lease agreements which are valid and enforceable in accordance with their terms, (iii) all such properties comply with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of Pinnacle, threatened with respect to such properties, (iv) Pinnacle and its subsidiaries have valid title or other ownership rights under licenses to all intangible personal or intellectual property necessary to conduct the business and operations of Pinnacle and its subsidiaries as presently conducted, free and clear of any claim, defense or right of any other person or entity, subject only to rights of the licensors pursuant to applicable license agreements, which rights do not adversely interfere with the use of such property, (v) all insurable properties owned or held by Pinnacle and its subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size, and there are presently no claims pending under such policies of insurance and no notices have been given by Pinnacle or any of them as lesseeits subsidiaries under such policies, a valid and subsisting leasehold interest in(vi) all tangible properties used in the businesses of Pinnacle and its subsidiaries are in good condition, their respective properties reasonable wear and assetstear excepted, free of all Liens and encumbrances, except as sold or otherwise disposed of are useable in the ordinary course of business consistent with past practices. Section 2.12 of the Disclosure Schedule sets forth, for each policy of insurance maintained by Pinnacle and except for such Liens and encumbrances which would not cause a Material Adverse Effect. (b) Schedule 4.7(b) sets forth a complete and correct list of all insurance coverage carried by the Company or its Subsidiariessubsidiaries, the carrier amount and type of insurance, the name of the insurer and the terms and amount of coverage. All of the material assets of the Company and the Company's Subsidiaries and all aspects of the Company's and its Subsidiaries' businesses that are of insurable character are covered by insurance with insurers against risks of liability, casualty and fire and other losses and liabilities customarily obtained to cover comparable businesses and assets in amounts, scope and coverage which are consistent with prudent industry practice. Neither the Company nor any of its Subsidiaries is in default with respect to its obligations under any such insurance policy maintained by it. All such policies and other instruments are in full force and effect and no premiums with respect thereto are past due and owed. Except as set forth in Schedule 4.7(b), neither the Company nor any of its Subsidiaries has failed to give any notice or present any material claim under any such insurance policy in due and timely fashion or as required by any of such insurance policies, neither the Company nor any of its Subsidiaries has otherwise, through any act, omission or non-disclosure, jeopardized or impaired full recovery of any claim under such policies, and there are no claims by the Company or any of its Subsidiaries under any of such policies to which any insurance company is denying liability or defending under a reservation of rights or similar clause. Neither the Company nor any of its Subsidiaries has received notice of any pending or threatened termination of any of such policies or any premium increases for the current policy period with respect to any of such policies and the consummation of the transactions contemplated by the Exchange Offer Documents will not result in any such termination or premium increase. The Company does not maintain directors' and officers' insuranceannual premium.