LFB Subsidiary definition
Examples of LFB Subsidiary in a sentence
Since September 30, 1998, neither LFB nor any LFB Subsidiary has incurred any liabilities except in the ordinary course of business and consistent with prudent business practice, except as related to the transactions contemplated by this Agreement or except as set forth in the LFB Disclosure Schedule.
Except as disclosed in the LFB Disclosure Schedule, neither LFB nor any LFB Subsidiary is a party to any order, judgment or decree entered in any lawsuit or proceeding which is material to LFB or such LFB Subsidiary.
LFB and each LFB Subsidiary has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of LFB or such LFB Subsidiary through such date.
No accrual or reserve made by LFB or any LFB Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.1(d) or Section 7.1(g) hereof.
Neither LFB nor any LFB Subsidiary has, since September 2, 1974, contributed to any "Multiemployer Plan," within the meaning of Section 3(37) of ERISA.
As of the date hereof, neither LFB nor any LFB Subsidiary has received any notice of cancellation or notice of a material amendment of any such insurance policy or bond or is in default under any such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.
None of the federal or state income tax returns of LFB or any LFB Subsidiary have been examined by the Internal Revenue Service (the "IRS") or the New Jersey Division of Taxation within the past six years.
Neither LFB nor any LFB Subsidiary is required by Section 32 of the Federal Deposit Insurance Act to give prior notice to a Federal banking agency of the proposed addition of an individual to its board of directors or the employment of an individual as a senior executive officer, except as disclosed in writing to HUBCO by LFB prior to the date of this Agreement.
The LFB Disclosure Schedule sets forth true and correct copies of all severance or employment agreements with officers, directors, employees, agents or consultants to which LFB or any LFB Subsidiary is a party.
All issued and outstanding shares of LFB Common Stock, and all issued and outstanding shares of capital stock of each LFB Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties imposed by LFB or any LFB Subsidiary.