Common use of Ownership of Property; Insurance Coverage Clause in Contracts

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased.

Appears in 3 contracts

Sources: Merger Agreement (First Home Bancorp Inc \Nj\), Merger Agreement (Peoples Bancorp Inc /De/), Merger Agreement (Sovereign Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials Regulatory Reports and in the Sovereign Regulatory Reports Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased.

Appears in 2 contracts

Sources: Merger Agreement (Ml Bancorp Inc), Merger Agreement (Sovereign Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign PSB and the Sovereign PSB Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign PSB or any of its Subsidiaries in the conduct of 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 Sovereign Financials PSB Regulatory Reports and in the Sovereign Regulatory Reports PSB Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign PSB Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign PSB and the Sovereign PSB Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign PSB and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign PSB and the Sovereign PSB Subsidiaries currently maintain insurance in amounts considered by Sovereign PSB to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign PSB nor any Sovereign PSB Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased.

Appears in 2 contracts

Sources: Merger Agreement (PSB Bancorp Inc), Merger Agreement (PSB Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have MBL has good and, as to real property, marketable title to all material assets and properties owned by Sovereign or any of its Subsidiaries MBL in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets statements of financial condition contained in the Sovereign Financials MBL Regulatory Reports and in the Sovereign Regulatory Reports MBL Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheetsstatements of financial condition), and such property is not subject to no material encumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for borrowed money and that are described public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by MBL acting in the Sovereign Disclosure Schedule or permitted under Article IV hereofa fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign SubsidiariesMBL, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries MBL in the conduct of their its businesses to occupy and or use all such properties as presently occupied and used by each of themit. (b) Sovereign and the Sovereign Subsidiaries MBL currently maintain maintains insurance in amounts considered by Sovereign MBL to be reasonable for their respective its operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engagedaccordance with good business practice. Neither Sovereign nor any Sovereign Subsidiary MBL has not received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated 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 MBL under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last two years, MBL 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.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Harvard Illinois Bancorp, Inc.)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of their businessesSubsidiaries, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Sovereign Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Sovereign or Sovereign Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Sovereign 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.

Appears in 1 contract

Sources: Merger Agreement (Sovereign Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign C&N and each C&N Subsidiary has, or will have as to property acquired after the Sovereign Subsidiaries have date hereof, good and, as to real property, marketable title to all assets and properties owned by Sovereign C&N or any of its Subsidiaries such C&N Subsidiary in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Sovereign Financials C&N Regulatory Reports and in the Sovereign Regulatory Reports C&N Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, business since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign C&N Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent and (v) as reflected on the consolidated statement of financial condition of C&N as of September 30, 2006 included in C&N’s Securities Documents. Sovereign and the Sovereign SubsidiariesC&N or any C&N Subsidiary, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries it in the conduct of their businesses its business to occupy and or use all such properties as presently occupied and used by each of them. (b) Sovereign C&N and the Sovereign C&N Subsidiaries currently maintain insurance in amounts considered by Sovereign C&N to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign C&N nor any Sovereign C&N Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially materially increased.. All such insurance is in full force and effect,

Appears in 1 contract

Sources: Merger Agreement (Citizens & Northern Corp)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased.

Appears in 1 contract

Sources: Merger Agreement (Sovereign Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased.

Appears in 1 contract

Sources: Merger Agreement (First Essex Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign and FNBSM has, or will have as to property acquired after the Sovereign Subsidiaries have date hereof, good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries FNBSM in the conduct of their businessesits business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Sovereign Financials FNBSM Regulatory Reports and in the Sovereign Regulatory Reports FNBSM Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign FNBSM Disclosure Schedule or permitted under Article IV hereof, hereof and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign SubsidiariesFNBSM, as lessee, have has the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries FNBSM in the conduct of their businesses its business to occupy and or use all such properties as presently occupied and used by each of themit. (b) Sovereign With respect to all agreements pursuant to which FNBSM has purchased securities subject to an agreement to resell, if any, FNBSM, has a valid, perfected first lien or security interest in the securities or other collateral securing the repurchase agreement, and the Sovereign Subsidiaries value of such collateral equals or exceeds the amount of the debt secured thereby. (c) FNBSM currently maintain maintains insurance in amounts considered by Sovereign FNBSM to be reasonable for their respective operations, its operations and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary FNBSM has not received notice from any insurance carrier that (i) such insurance will be cancelled 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 FNBSM under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years FNBSM 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.

Appears in 1 contract

Sources: Merger Agreement (Penns Woods Bancorp Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Sovereign or Sovereign Bank under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Sovereign 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.

Appears in 1 contract

Sources: Merger Agreement (Carnegie Bancorp)

Ownership of Property; Insurance Coverage. (a) Sovereign Granite State and the Sovereign Granite State Subsidiaries have good and, as to real property, marketable title to all material assets and properties owned by Sovereign Granite State or any of its Subsidiaries in the conduct of 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 Sovereign Granite State Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, 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 that secure liabilities for borrowed money and that are described in the Sovereign Granite State Disclosure Schedule or permitted under described in Section 4.01(v) of Article IV hereof, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Sovereign Granite State and the Sovereign Granite State Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign Granite State and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign Granite State and the Sovereign Granite State Subsidiaries currently maintain insurance in amounts considered by Sovereign Granite State to be reasonable for their respective operations, and such insurance is similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Sovereign Granite State nor any Sovereign Granite State Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance will be substantially increased.

Appears in 1 contract

Sources: Reorganization Agreement (Granite State Bankshares Inc)

Ownership of Property; Insurance Coverage. (a) Sovereign and the Sovereign Subsidiaries have good and, as to real property, marketable title to all assets and properties owned by Sovereign or any of its Subsidiaries in the conduct of 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 Sovereign Financials and in the Sovereign Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, in the ordinary course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for borrowed money and that are described in the Sovereign Disclosure Schedule or permitted under Article IV hereofSchedule, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements and encumbrances , if any, as are not material in character, amount or extent and (v) as reflected on the consolidated statement of financial condition of Sovereign as of September 30, 2003 included in Sovereign's Securities Documents . Sovereign and the Sovereign Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Sovereign and its Subsidiaries in the conduct of their businesses to occupy and use all such properties as presently occupied and used by each of them. (b) Sovereign and the Sovereign Subsidiaries currently maintain insurance in amounts considered by Sovereign to be reasonable reasonably prudent for their respective operations, and such insurance is similar operations in scope and coverage to that maintained by other businesses similarly engagedaccordance with industry practice. Neither Sovereign nor any Sovereign Subsidiary has received notice from any insurance carrier that (i) such insurance will be cancelled canceled or that coverage thereunder will be reduced or eliminated or (ii) premium costs with respect to such insurance (except with respect to directors and officers liability insurance and employment law liability insurance) will be substantially increased. All such insurance is in full force and effect.

Appears in 1 contract

Sources: Merger Agreement (Sovereign Bancorp Inc)