Ownership of Property; Insurance Coverage. 4.10.1. Yardville and each Yardville Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Yardville or each Yardville 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 Yardville Regulatory Reports and in the Yardville 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 a Yardville Subsidiary acting in a fiduciary capacity, (ii) those reflected in the notes to the Yardville Financial Statements, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith (collectively “Yardville Permitted Encumbrances”). Yardville and the Yardville Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Yardville and its Subsidiaries in the conduct of their businesses or otherwise reflected in the Yardville Financial Statements to occupy or use all such properties as presently occupied and used by each of them and such right is free and clear of all material encumbrances, liens, mortgages, security interests or pledges of any nature whatsoever, except for Yardville Permitted Encumbrances. 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 Yardville Financial Statements. There are no pending or, to Yardville’s Knowledge, threatened condemnation proceedings against such leased or owned real property. To Yardville’s Knowledge, Yardville and its Subsidiaries are in compliance with all applicable health and safety related requirements for such owned and leased real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. 4.10.2. Each of Yardville and its Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Yardville or its Subsidiaries. Such securities are valued on the books of Yardville in accordance with GAAP in all material respects. Yardville and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Yardville believes are prudent and reasonable in the context of such businesses. With respect to all agreements pursuant to which Yardville or any Yardville Subsidiary has purchased securities subject to an agreement to resell, if any, Yardville or such Yardville Subsidiary, as the case may be, has a lien or security interest (which to Yardville’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. Yardville and each Yardville Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Yardville nor any Yardville Subsidiary has received notice from any current 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. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.10.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Yardville or any Yardville Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Yardville and each Yardville 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. YARDVILLE DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Yardville and each Yardville Subsidiary (other than those providing for employee or director welfare or similar benefits) as well as the other matters required to be disclosed under this Section.
Appears in 2 contracts
Sources: Merger Agreement (Yardville National Bancorp), Merger Agreement (Yardville National Bancorp)
Ownership of Property; Insurance Coverage. 4.10.1. Yardville A list of all real property owned or leased by Hopewell Valley or any Hopewell Valley Subsidiary is set forth in DISCLOSURE SCHEDULE 4.10.1. Hopewell Valley and each Yardville Hopewell Valley Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Yardville Hopewell Valley or each Yardville Hopewell Valley 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 Yardville Regulatory Reports and in the Yardville most recent Hopewell Valley 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 FHLBthe FHLB of New York, inter-bank credit facilities, reverse repurchase agreements or any transaction by Hopewell Valley or a Yardville Hopewell Valley Subsidiary acting in a fiduciary capacity, (ii) those reflected mechanics liens and similar liens for labor, materials, services or supplies provided for such property and incurred in the notes to the Yardville Financial Statementsordinary course of business for amounts not yet delinquent or which are being contested in good faith, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith (collectively “Yardville Permitted Encumbrances”)faith. Yardville Hopewell Valley and the Yardville Hopewell Valley Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Yardville Hopewell Valley and its the Hopewell Valley Subsidiaries in the conduct of their businesses or otherwise reflected in the Yardville Financial Statements to occupy or use all such properties as presently occupied and used by each of them them. All real property owned or leased by Hopewell Valley or any of its Subsidiaries is in material respects in a good state of maintenance and such right is free repair (normal wear and clear of all material encumbrancestear expected), liens, mortgages, security interests or pledges of any nature whatsoever, except for Yardville Permitted Encumbrances. 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 conform in all material respects in the notes to the Yardville Financial Statements. There are no pending or, to Yardville’s Knowledge, threatened condemnation proceedings against such leased or owned real property. To Yardville’s Knowledge, Yardville and its Subsidiaries are in compliance with all applicable health ordinances, regulations and safety related requirements zoning laws and are considered by Hopewell Valley to be adequate for such the current business of Hopewell Valley and its Subsidiaries. To the knowledge of Hopewell Valley, none of the buildings, structures or other improvements located on any real property owned and or leased by Hopewell Valley or any of its Subsidiaries encroaches upon or over any adjoining parcel or real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970estate or any easement or right-of-way.
4.10.2. Each of Yardville and its Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Yardville or its Subsidiaries. Such securities are valued on the books of Yardville in accordance with GAAP in all material respects. Yardville and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Yardville believes are prudent and reasonable in the context of such businesses. With respect to all material agreements pursuant to which Yardville Hopewell Valley or any Yardville Hopewell Valley Subsidiary has purchased securities subject to an agreement to resell, if any, Yardville Hopewell Valley or such Yardville Hopewell Valley Subsidiary, as the case may be, has a lien or security interest (which to Yardville’s the Knowledge of Hopewell Valley 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. Yardville Hopewell Valley and each Yardville Hopewell Valley Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Yardville Hopewell Valley nor any Yardville Hopewell Valley Subsidiary has received notice from any current 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. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.10.3, there There are presently no material claims pending under such policies of insurance and no notices have been given by Yardville Hopewell Valley or any Yardville Hopewell Valley Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Yardville years, Hopewell Valley and each Yardville Hopewell Valley Subsidiary has have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its insurance policies. YARDVILLE Hopewell Valley DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Yardville Hopewell Valley and each Yardville Hopewell Valley Subsidiary (other than those providing for employee or director welfare or similar benefitsincluding the name of the insurance company and agent, the nature of the coverage, the policy limit, the annual premiums and the expiration date) as well as the other matters required to be disclosed under this SectionSection 4.10.3.
Appears in 2 contracts
Sources: Merger Agreement (Northfield Bancorp, Inc.), Merger Agreement (Northfield Bancorp, Inc.)
Ownership of Property; Insurance Coverage. 4.10.1. Yardville
(a) Fidelity and each Yardville Subsidiary has of the Fidelity Subsidiaries has, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Yardville Fidelity or each Yardville any Fidelity 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 Yardville Fidelity Regulatory Reports and in the Yardville Financial Statements Fidelity 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 material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which secure repurchase agreements and liabilities for public or statutory obligations or any discount withborrowed money from a Federal Home Loan Bank, borrowing from or other obligations to FHLB, (ii) inter-bank credit facilities, or any transaction by a Yardville Fidelity Subsidiary acting in a fiduciary capacity, (iiiii) those reflected in the notes to the Yardville Financial StatementsFidelity Financials, and (iiiiv) statutory liens for amounts not yet delinquent or which are being contested in good faith faith, and (collectively “Yardville Permitted Encumbrances”)v) the items disclosed in Fidelity Disclosure Schedule 3.10. Yardville Fidelity and the Yardville Fidelity Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Yardville Fidelity and its Subsidiaries in the conduct of their businesses or otherwise reflected in the Yardville Financial Statements to occupy or use all such properties as presently occupied and used by each of them and them. Except as disclosed in Fidelity Disclosure Schedule 3.10, such right is free and clear of all material encumbrances, liens, mortgages, security interests or pledges of any nature whatsoever, except for Yardville Permitted Encumbrances. 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 Yardville Financial StatementsFidelity Financials. There are no pending or, to Yardville’s Knowledge, threatened condemnation proceedings against such leased or owned real property. To Yardville’s Knowledge, Yardville and its Subsidiaries are in compliance with all applicable health and safety related requirements for such owned and leased real property, including those under the Americans with Disabilities Act of 1990
(b) Fidelity and the Occupational Health and Safety Act of 1970.
4.10.2. Each of Yardville and its Fidelity Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Yardville or its Subsidiaries. Such securities are valued on the books of Yardville in accordance with GAAP in all material respects. Yardville and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Yardville believes are prudent and reasonable in the context of such businesses. With respect to all agreements pursuant to which Yardville or any Yardville Subsidiary has purchased securities subject to an agreement to resell, if any, Yardville or such Yardville Subsidiary, as the case may be, has a lien or security interest (which to Yardville’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. Yardville and each Yardville Subsidiary currently maintain insurance considered by each of them Fidelity to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Yardville Fidelity nor any Yardville Fidelity Subsidiary has received notice from any current insurance carrier that: that (i) such insurance will be canceled 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. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.10.3, there There are presently no material claims pending under such policies of insurance and no notices have been given by Yardville Fidelity or any Yardville Fidelity Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Yardville and each Yardville 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. YARDVILLE DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Yardville and each Yardville Subsidiary (other than those providing for employee or director welfare or similar benefits) as well as the other matters required to be disclosed under this Section.
Appears in 2 contracts
Sources: Merger Agreement (Fidelity D & D Bancorp Inc), Merger Agreement (Fidelity D & D Bancorp Inc)
Ownership of Property; Insurance Coverage. 4.10.1. Yardville (a) Upper Valley and each Yardville Subsidiary has the Upper Valley Subsidiaries have, or will have as to property acquired after the date hereof, good and, as to real property, marketable title to all material assets and properties owned by Yardville Upper Valley or each Yardville any Upper Valley Subsidiary in the conduct of its businessesbusiness, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Yardville Upper Valley Regulatory Reports and in the Yardville Financial Statements Upper Valley 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 material encumbrances, liens, mortgages, security interests or pledges, except (i) those items which that secure liabilities for public borrowed money and that are described in the Upper Valley Disclosure Schedule or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a Yardville Subsidiary acting in a fiduciary capacity, permitted under Article IV hereof and (ii) those reflected in the notes to the Yardville Financial Statements, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith (collectively “Yardville Permitted Encumbrances”)faith. Yardville Upper Valley and the Yardville Upper Valley Subsidiaries, as lessee, have the right under valid and existing subsisting leases of real and personal properties used by Yardville Upper Valley and its Subsidiaries in the conduct of their businesses or otherwise reflected in the Yardville Financial Statements to occupy or use all such properties as presently occupied and used by each of them and such right is free and clear of all material encumbrances, liens, mortgages, security interests or pledges of any nature whatsoever, except for Yardville Permitted Encumbrances. 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 Yardville Financial Statements. There are no pending or, to Yardville’s Knowledge, threatened condemnation proceedings against such leased or owned real property. To Yardville’s Knowledge, Yardville and its Subsidiaries are in compliance with all applicable health and safety related requirements for such owned and leased real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970them.
4.10.2. Each of Yardville and its Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Yardville or its Subsidiaries. Such securities are valued on the books of Yardville in accordance with GAAP in all material respects. Yardville and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Yardville believes are prudent and reasonable in the context of such businesses. b) With respect to all agreements pursuant to which Yardville Upper Valley or any Yardville Upper Valley Subsidiary has purchased securities subject to an agreement to resell, if any, Yardville Upper Valley or such Yardville Upper Valley Subsidiary, as the case may be, has a valid, perfected first lien or security interest (which to Yardville’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. Yardville (c) Upper Valley and each Yardville Subsidiary the Upper Valley Subsidiaries currently maintain insurance in amounts considered by each of them Upper Valley to be reasonable for their respective operationsoperations and similar in scope and coverage to that maintained by other businesses similarly engaged. Neither Yardville Upper Valley nor any Yardville Upper Valley Subsidiary has received notice from any current insurance carrier that: that (i) such insurance will be canceled 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 increased. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.10.3, there There are presently no material claims pending under such policies of insurance and no notices have been given by Yardville Upper Valley or any Yardville Subsidiary NBO under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Yardville and each Yardville Subsidiary Upper Valley 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. YARDVILLE DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Yardville and each Yardville Subsidiary (other than those providing for employee or director welfare or similar benefits) as well as the other matters required to be disclosed under this Section.
Appears in 1 contract
Sources: Merger Agreement (First Jermyn Corp)
Ownership of Property; Insurance Coverage. 4.10.1. Yardville and each Yardville Subsidiary (a) Apple Valley has good and, as to real property, marketable title to all material assets and properties owned by Yardville or each Yardville Subsidiary Apple Valley in the conduct of its businessesbusiness, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Yardville Apple Valley Regulatory Reports and in the Yardville Financial Statements Apple Valley 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, or to the Knowledge of Apple Valley, adverse encumbrances, except (i) those items which secure liabilities for public or statutory obligations obligations, or any discount with, borrowing from or other obligations to FHLBthe FHLB of Boston, inter-bank credit facilities, or any transaction by a Yardville Subsidiary Apple Valley acting in a fiduciary capacity, and (ii) those reflected in the notes to the Yardville Financial Statements, and (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith (collectively “Yardville Permitted Encumbrances”)faith. Yardville and the Yardville SubsidiariesApple Valley, as lessee, have has the right under valid and existing subsisting leases of real and personal properties used by Yardville and its Subsidiaries Apple Valley in the conduct of their businesses or otherwise reflected in the Yardville Financial Statements its business to occupy or use all such properties as presently occupied and used by each of them and such right is free and clear of all material encumbrances, liens, mortgages, security interests or pledges of any nature whatsoever, except for Yardville Permitted Encumbrancesit. 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 Yardville Financial Statements. There are no pending or, to Yardville’s Knowledge, threatened condemnation proceedings against such leased or owned real property. To Yardville’s Knowledge, Yardville and its Subsidiaries are in compliance with all applicable health and safety related requirements for such owned and leased real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970Apple Valley Financials.
4.10.2. Each of Yardville and its Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Yardville or its Subsidiaries. Such securities are valued on the books of Yardville in accordance with GAAP in all material respects. Yardville and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Yardville believes are prudent and reasonable in the context of such businesses. b) With respect to all agreements pursuant to which Yardville or any Yardville Subsidiary Apple Valley has purchased securities subject to an agreement to resell, if any, Yardville or such Yardville Subsidiary, as the case may be, Apple Valley has a lien or security interest (which to Yardville’s Apple Valley'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. Yardville and each Yardville Subsidiary (c) Apple Valley currently maintain maintains insurance considered by each of them Apple Valley to be reasonable for their respective its operations. Neither Yardville nor any Yardville Subsidiary Apple Valley has not received notice from any current 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. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.10.3, there There are presently no material claims pending under such policies of insurance and no notices have been given by Yardville or any Yardville Subsidiary Apple Valley under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Yardville and each Yardville Subsidiary Apple Valley 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. YARDVILLE APPLE VALLEY DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Yardville and each Yardville Subsidiary (other than those providing for employee or director welfare or similar benefits) as well as the other matters required to be disclosed under this Section.3.09
Appears in 1 contract
Ownership of Property; Insurance Coverage. 4.10.1. Yardville (a) Valley Green and each Yardville Valley Green Subsidiary has good and, as to real propertyproperty and securities, marketable title to all material assets and properties owned owned, and as to securities held, by Yardville Valley Green or each Yardville any Valley Green 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 Yardville Valley Green Regulatory Reports and in the Yardville Valley Green Financial Statements 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 material encumbrances, liens, mortgages, security interests or pledgesLiens, 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 a Yardville Valley Green Subsidiary acting in a fiduciary capacity, (ii) those reflected in the notes to the Yardville Financial Statements, and (iii) statutory liens Liens for amounts not yet delinquent or which that are being contested in good faith faith, (collectively “Yardville Permitted Encumbrances”)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 Valley Green Financial Statements. Yardville Such securities are valued on the books of Valley Green and each of the Valley Green Subsidiaries in accordance with GAAP. Valley Green and the Yardville Valley Green Subsidiaries, as lessee, have the right under valid and existing leases of real and personal properties used by Yardville Valley Green and its the Valley Green Subsidiaries in the conduct of their businesses or otherwise reflected in the Yardville Financial Statements to occupy or use all such properties as presently occupied and used by each of them them. Neither Valley Green nor any Valley Green Subsidiary is in default in any material respect under any lease for any real or personal property to which either Valley Green or any Valley Green Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such right is free and clear of all material encumbrances, liens, mortgages, security interests or pledges of any nature whatsoeverdefault, except for Yardville Permitted Encumbrances. Such existing leases and commitments to lease constitute such defaults that, either individually 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 Yardville Financial Statements. There are no pending oraggregate, to Yardville’s Knowledge, threatened condemnation proceedings against such leased or owned real property. To Yardville’s Knowledge, Yardville and its Subsidiaries are in compliance with all applicable health and safety related requirements for such owned and leased real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970will not have a Material Adverse Effect on Valley Green.
4.10.2. Each of Yardville and its Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Yardville or its Subsidiaries. Such securities are valued on the books of Yardville in accordance with GAAP in all material respects. Yardville and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Yardville believes are prudent and reasonable in the context of such businesses. b) With respect to all agreements pursuant to which Yardville Valley Green or any Yardville Valley Green Subsidiary has purchased securities subject to an agreement to resell, if any, Yardville Valley Green or such Yardville Valley Green Subsidiary, as the case may be, has a lien or security interest (which to Yardville’s Knowledge is a valid, perfected first lien) 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. Valley Green and each of the Valley Green Subsidiaries employs investment, securities risk management and other policies, practices and procedures that Valley Green and each such Valley Green Subsidiary believes are prudent and reasonable in the context of such businesses.
4.10.3. Yardville (c) Valley Green and each Yardville Valley Green Subsidiary currently maintain insurance considered by each of them Valley Green to be reasonable for their respective operationsoperations in accordance with industry practice. Neither Yardville Valley Green nor any Yardville Subsidiary Valley Green Subsidiary, has received notice during the past five (5) years from any current insurance carrier that: 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 substantially increased. Except as disclosed in YARDVILLE DISCLOSURE SCHEDULE 4.10.3, there There are presently no material claims pending under such policies of insurance and no notices have been given by Yardville Valley Green or any Yardville Valley Green Subsidiary under such policiespolicies (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 Yardville Valley Green and each Yardville Valley Green 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. YARDVILLE DISCLOSURE SCHEDULE 4.10.3 Valley Green Disclosure Schedule 4.9(c) identifies all material policies of insurance maintained by Yardville Valley Green and each Yardville Valley Green Subsidiary (other than those providing for employee or director welfare or similar benefits) as well as the other matters required to be disclosed under this SectionSection 4.9(c).
Appears in 1 contract