Ownership of Property; Insurance Coverage. 5.9.1. Northfield Bancorp and each Northfield Bancorp Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northfield Bancorp or each Northfield Bancorp 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 Northfield Bancorp 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 the FHLB of New York, inter-bank credit facilities, revenue repurchase agreements or any transaction by a Northfield Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Northfield Bancorp and each Northfield Bancorp Subsidiary, as lessee, have the right under valid and subsisting leases of real and personal properties used by Northfield Bancorp and the Northfield Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.9.2. Northfield Bancorp and each Northfield Bancorp Subsidiary currently maintain insurance considered by Northfield Bancorp to be reasonable for their respective operations. Neither Northfield Bancorp nor any Northfield Bancorp Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northfield Bancorp and each Northfield Bancorp Subsidiary have received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies except as disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 5.9.2.
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Sources: Merger Agreement (Northfield Bancorp, Inc.), Merger Agreement (Northfield Bancorp, Inc.)
Ownership of Property; Insurance Coverage. 5.9.1. Northfield Bancorp and each Northfield Bancorp Subsidiary have good and, as to real property, marketable title to all material assets and properties owned by Northfield Bancorp or each Northfield Bancorp 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 Northfield Bancorp 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 the FHLB of New York, inter-bank credit facilities, revenue repurchase agreements or any transaction by a Northfield Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which that are being contested in good faith. Northfield Bancorp and each Northfield Bancorp Subsidiary, as lessee, have the right under valid and subsisting leases of real and personal properties used by Northfield Bancorp and the Northfield Bancorp Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.9.2. Northfield Bancorp and each Northfield Bancorp Subsidiary currently maintain insurance considered by Northfield Bancorp to be reasonable for their respective operations. Neither Northfield Bancorp nor any Northfield Bancorp Subsidiary has received notice from any insurance carrier that such insurance will be canceled or that coverage thereunder will be reduced or eliminated. All such insurance is valid and enforceable and in full force and effect, and within the last three years Northfield Bancorp and each Northfield Bancorp Subsidiary have received each type of insurance coverage for which they have applied and during such periods have not been denied indemnification for any material claims submitted under any of their insurance policies except as disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 5.9.2.
Appears in 2 contracts
Sources: Merger Agreement (Northfield Bancorp, Inc.), Merger Agreement (Northfield Bancorp, Inc.)
Ownership of Property; Insurance Coverage. 5.9.15.8.1. Northfield Bridge Bancorp and each Northfield Bridge Bancorp Subsidiary have has good and, as to real property, marketable title to all material assets and properties owned by Northfield Bridge Bancorp or each Northfield Bridge Bancorp 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 Northfield Bridge Bancorp 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 the FHLB of New YorkFHLB, inter-bank credit facilities, revenue repurchase agreements or any transaction by a Northfield Bridge Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Bridge Bancorp Financial Statements. Northfield Bridge Bancorp and each Northfield the Bridge Bancorp SubsidiarySubsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Northfield Bridge Bancorp and the Northfield Bancorp Subsidiary its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.9.25.8.2. Northfield Bridge Bancorp and each Northfield Bridge Bancorp Subsidiary currently maintain insurance considered by Northfield Bancorp each of them to be reasonable for their respective operations. Neither Northfield Bridge Bancorp nor any Northfield Bridge Bancorp Subsidiary has received notice from any insurance carrier during the past 3 years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be materially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Bridge Bancorp or any Bridge Bancorp Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Northfield Bridge Bancorp and each Northfield Bridge Bancorp Subsidiary have has received each type of insurance coverage for which they have it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. Bridge Bancorp Disclosure Schedule 5.8.2 identifies all material policies except of insurance maintained by Bridge Bancorp and each Bridge Bancorp Subsidiary as well as the other matters required to be disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 5.9.2under this Section.
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Ownership of Property; Insurance Coverage. 5.9.15.8.1. Northfield Bridge Bancorp and each Northfield Bridge Bancorp Subsidiary have has good and, as to real property, marketable title to all material assets and properties owned by Northfield Bridge Bancorp or each Northfield Bridge Bancorp 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 Northfield Bridge Bancorp 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 the FHLB of New YorkFHLB, inter-bank credit facilities, revenue repurchase agreements or any transaction by a Northfield Bridge Bancorp Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the Bridge Bancorp Financial Statements. Northfield Bridge Bancorp and each Northfield the Bridge Bancorp SubsidiarySubsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Northfield Bridge Bancorp and the Northfield Bancorp Subsidiary its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.9.25.8.2. Northfield Bridge Bancorp and each Northfield Bridge Bancorp Subsidiary currently maintain insurance considered by Northfield Bancorp each of them to be reasonable for their respective operations. Neither Northfield Bridge Bancorp nor any Northfield Bridge Bancorp Subsidiary has received notice from any insurance carrier during the past 3 years that (i) such insurance will be canceled or that coverage thereunder Table of Contents will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) 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 Bridge Bancorp or any Bridge Bancorp Subsidiary under such policies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Northfield Bridge Bancorp and each Northfield Bridge Bancorp Subsidiary have has received each type of insurance coverage for which they have it has applied and during such periods have has not been denied indemnification for any material claims submitted under any of their its insurance policies. Bridge Bancorp Disclosure Schedule 5.8.2 identifies all material policies except of insurance maintained by Bridge Bancorp and each Bridge Bancorp Subsidiary as well as the other matters required to be disclosed in Northfield Bancorp DISCLOSURE SCHEDULE 5.9.2under this Section.
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