Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in LIFC DISCLOSURE SCHEDULE 4.10, LIFC and each LIFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC or each LIFC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the LIFC Regulatory Reports and in the LIFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an LIFC Subsidiary acting in a fiduciary capacity and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC and the LIFC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC Financial Statements. 4.10.2. With respect to all material agreements pursuant to which LIFC or any LIFC Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC or such LIFC Subsidiary, as the case may be, has a lien or security interest (which to LIFC's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. 4.10.3. LIFC and each LIFC Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC nor any LIFC Subsidiary, except as disclosed in LIFC DISCLOSURE SCHEDULE 4.10.3, has received notice from any insurance carrier that: (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC or any LIFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC and each LIFC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC DISCLOSURE SCHEDULE 4.
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Sources: Merger Agreement (New York Community Bancorp Inc), Merger Agreement (Long Island Financial Corp)
Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in LIFC MFI DISCLOSURE SCHEDULE 4.104.10.1, LIFC MFI and each LIFC MFI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC MFI or each LIFC MFI Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the LIFC Regulatory Reports and in the LIFC most recent MFI Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an LIFC a MFI Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC MFI and the LIFC MFI Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC MFI and its the MFI Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC MFI Financial Statements.
4.10.2. With respect to all material agreements pursuant to which LIFC MFI or any LIFC MFI Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC MFI or such LIFC MFI Subsidiary, as the case may be, has a lien or security interest (which to LIFCMFI's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.3. LIFC and each LIFC Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC nor any LIFC Subsidiary, except as disclosed in LIFC DISCLOSURE SCHEDULE 4.10.3, has received notice from any insurance carrier that: (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC or any LIFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC and each LIFC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC DISCLOSURE SCHEDULE 4.
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Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in LIFC DISCLOSURE SCHEDULE 4.10, LIFC (a) First Coastal and each LIFC Subsidiary has the First Coastal Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by LIFC First Coastal or each LIFC any First Coastal Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the LIFC First Coastal Regulatory Reports and in the LIFC Financial Statements First Coastal Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLBFHLB of Boston, inter-bank credit facilities, or any transaction by an LIFC First Coastal Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC First Coastal and the LIFC First Coastal Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by LIFC First Coastal and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC Financial StatementsFirst Coastal Financials.
4.10.2. (b) With respect to all material agreements pursuant to which LIFC First Coastal or any LIFC First Coastal Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC First Coastal or such LIFC First Coastal Subsidiary, as the case may be, has a lien or security interest (which to LIFCFirst Coastal's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.3. LIFC (c) First Coastal and each LIFC First Coastal Subsidiary currently maintain maintains insurance considered by each of them First Coastal to be reasonable for their respective operations. Neither LIFC nor any LIFC Subsidiary, except as disclosed in LIFC DISCLOSURE SCHEDULE 4.10.3, First Coastal has not received notice from any insurance carrier that: that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; , or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC or any LIFC Subsidiary First Coastal under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC and each LIFC Subsidiary First Coastal has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC First Coastal DISCLOSURE SCHEDULE 43.09 identifies all policies of insurance maintained by First Coastal and each First Coastal Subsidiary.
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Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in LIFC TFC DISCLOSURE SCHEDULE 4.10, LIFC TFC and each LIFC TFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC TFC or each LIFC TFC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the LIFC TFC Regulatory Reports and in the LIFC TFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an LIFC TFC Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC TFC and the LIFC TFC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC TFC and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC TFC Financial Statements.
4.10.2. With respect to all material agreements pursuant to which LIFC TFC or any LIFC TFC Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC TFC or such LIFC TFC Subsidiary, as the case may be, has a lien or security interest (which to LIFCTFC's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.3. LIFC TFC and each LIFC TFC Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC TFC nor any LIFC TFC Subsidiary, except as disclosed in LIFC TFC DISCLOSURE SCHEDULE 4.10.3, has received notice from any insurance carrier that: that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; , or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC TFC or any LIFC TFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC TFC and each LIFC TFC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC TFC DISCLOSURE SCHEDULE 4.
Appears in 1 contract
Sources: Merger Agreement (First Niagara Financial Group Inc)
Ownership of Property; Insurance Coverage. 4.10.1. 4.10.1 Except as set forth in LIFC DISCLOSURE SCHEDULE ALFC Disclosure Schedule 4.10, LIFC ALFC and each LIFC ALFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC ALFC or each LIFC ALFC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the LIFC Regulatory Reports and in the LIFC most recent ALFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an LIFC ALFC Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC ALFC and the LIFC ALFC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC ALFC and its the ALFC Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC ALFC Financial Statements.
4.10.2. 4.10.2 With respect to all material agreements pursuant to which LIFC ALFC or any LIFC ALFC Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC ALFC or such LIFC ALFC Subsidiary, as the case may be, has a lien or security interest (which to LIFCALFC's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.3. LIFC and each LIFC Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC nor any LIFC Subsidiary, except as disclosed in LIFC DISCLOSURE SCHEDULE 4.10.3, has received notice from any insurance carrier that: (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC or any LIFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC and each LIFC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC DISCLOSURE SCHEDULE 4.
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Ownership of Property; Insurance Coverage. 4.10.14.9.1. Except as set forth in LIFC DISCLOSURE SCHEDULE 4.10, LIFC FLBC and each LIFC FLBC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC FLBC or each LIFC FLBC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the LIFC FLBC Regulatory Reports and in the LIFC FLBC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material encumbrances, liens, mortgages, security interests or pledges, except as listed on FLBC DISCLOSURE SCHEDULE 4.9 (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by an LIFC FLBC Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC FLBC and the LIFC FLBC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC FLBC and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC FLBC Financial Statements.
4.10.24.9.2. With respect to all material agreements pursuant to which LIFC FLBC or any LIFC FLBC Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC FLBC or such LIFC FLBC Subsidiary, as the case may be, has a lien or security interest (which to LIFCFLBC's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.34.9.3. LIFC FLBC and each LIFC FLBC Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC FLBC nor any LIFC FLBC Subsidiary, except as disclosed in LIFC FLBC DISCLOSURE SCHEDULE 4.10.34.9.3, has received notice from any insurance carrier that: that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; , or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC FLBC or any LIFC FLBC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC FLBC and each LIFC FLBC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC FLBC DISCLOSURE SCHEDULE 44.9.3 identifies all policies of insurance maintained by FLBC and each FLBC Subsidiary as well as the other matters required to be disclosed under this Section.
Appears in 1 contract
Sources: Merger Agreement (First Niagara Financial Group Inc)
Ownership of Property; Insurance Coverage. 4.10.1. 4.10.1 Except as set forth in LIFC DISCLOSURE SCHEDULE ALFC Disclosure Schedule 4.10, LIFC ALFC and each LIFC ALFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC ALFC or each LIFC ALFC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the LIFC Regulatory Reports and in the LIFC most recent ALFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an LIFC ALFC Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC ALFC and the LIFC ALFC Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC ALFC and its the ALFC Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC ALFC Financial Statements.
4.10.2. 4.10.2 With respect to all material agreements pursuant to which LIFC ALFC or any LIFC ALFC Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC ALFC or such LIFC ALFC Subsidiary, as the case may be, has a lien or security interest (which to LIFC's ALFC’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.3. LIFC 4.10.3 ALFC and each LIFC Significant Subsidiary of ALFC currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC ALFC nor any LIFC Subsidiary, except as disclosed in LIFC DISCLOSURE SCHEDULE 4.10.3, Significant Subsidiary of ALFC has received notice from any insurance carrier that: that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; , or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC ALFC or any LIFC Significant Subsidiary of ALFC under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC ALFC and each LIFC Significant Subsidiary of ALFC has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC DISCLOSURE SCHEDULE 4ALFC Disclosure Schedule 4.10.3 identifies all policies of insurance maintained by ALFC and each Significant Subsidiary of ALFC as well as the other matters required to be disclosed under this Section.
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Ownership of Property; Insurance Coverage. 4.10.1. Except as set forth in LIFC WCBI DISCLOSURE SCHEDULE 4.10, LIFC WCBI and each LIFC WCBI Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by LIFC WCBI or each LIFC WCBI Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the LIFC Regulatory Reports and in the LIFC most recent WCBI Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by an LIFC a WCBI Subsidiary acting in a fiduciary capacity capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. LIFC WCBI and the LIFC WCBI Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by LIFC WCBI and its the WCBI Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the LIFC WCBI Financial Statements.
4.10.2. With respect to all material agreements pursuant to which LIFC WCBI or any LIFC WCBI Subsidiary has purchased securities subject to an agreement to resell, if any, LIFC WCBI or such LIFC WCBI Subsidiary, as the case may be, has a lien or security interest (which to LIFCWCBI's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.10.3. LIFC and each LIFC Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither LIFC nor any LIFC Subsidiary, except as disclosed in LIFC DISCLOSURE SCHEDULE 4.10.3, has received notice from any insurance carrier that: (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by LIFC or any LIFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years LIFC and each LIFC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. LIFC DISCLOSURE SCHEDULE 4.
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