Examples of Premier Subsidiaries in a sentence
None of Premier or the Premier Subsidiaries is a party to any agreement or instrument or is subject to any charter or other corporate restriction or any judgment, order, writ, injunction, stay, decree, rule, regulation, code or ordinance that threatens or might impede the consummation of the transactions contemplated by this Agreement.
Premier shall, and shall cause the surviving corporation of any Proposed Merger and all other relevant Premier Subsidiaries to apply such rights of indemnification in good faith and to the fullest extent permitted by applicable law.
Premier agrees that the material included in the joint proxy statement/prospectus which refers to the Merger and to Premier and the Premier Subsidiaries will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading and which will otherwise comply with all applicable laws, rules and regulations.
Except as incurred in the ordinary course of business as heretofore conducted all securities owned by Premier and the Premier Subsidiaries of record and beneficially are free and clear of all mortgages, liens, pledges and encumbrances.
The aggregate loan balances at such date in excess of such reserves of each of the Premier Subsidiaries which is a bank Subsidiary are, to the best knowledge and belief of Premier, collectible in accordance with their terms.
All policies of insurance relating to Premier's and Premier Subsidiaries' operations (except for title insurance policies), including without limitation all financial institutions bonds, held by or on behalf of Premier or the Premier Subsidiaries are listed in Schedule 3.15.
Since December 31, 2007, none of Premier or the Premier Subsidiaries has: (i) incurred any material liability, except in the ordinary course of its business, and except as permitted pursuant to this Agreement; (ii) suffered any material adverse change in its business, operations, assets or condition (financial or other); or (iii) failed to operate its business consistent with generally acceptable banking practice.
The reserve for possible loan losses shown on the September 30, 1995 call reports filed for each of the Premier Subsidiaries which is a Subsidiary bank is adequate in all material respects under the requirements of GAAP to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable) as of September 30, 1995.
The copies of the Articles of Incorporation and Bylaws (or, with respect to PBI Capital Trust and Premier Capital Trust II, their trust declarations) of Premier and the Premier Subsidiaries that have been delivered to Xxxxxx are true, correct and complete.
Attached hereto as Schedule 3.27 is a list of all securities held by Premier and the Premier Subsidiaries for investment, showing the holder, principal amount, book value and market value of each security as of a recent date, and of all short-term investments held by it as of September 30, 2002.