Properties and Contracts. Except for Contracts evidencing Loans made by Waterloo or any Waterloo Subsidiary in the Ordinary Course of Business, Schedule 4.19 lists or describes the following with respect to Waterloo and each Waterloo Subsidiary: (a) all real property owned by Waterloo and each Waterloo Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which Waterloo and each Waterloo Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of Waterloo or such Waterloo Subsidiary; (b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by Waterloo or any Waterloo Subsidiary, exclusive of deposit agreements with customers of Waterloo entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and repurchase agreements; (c) each Contract that involves the performance of services or delivery of goods or materials by Waterloo or any Waterloo Subsidiary (i) of an amount or value in excess of $25,000 or (ii) that substantially restricts Waterloo’s actions or those of any Waterloo Subsidiary; (d) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of or receipts by Waterloo or any Waterloo Subsidiary in excess of $25,000; (e) each Contract not, referred to elsewhere in this Section 4.19 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of Waterloo’s or any Waterloo Subsidiary’s respective business at current levels or for normal operating purposes; or (ii) materially affects the business or financial condition of Waterloo or any Waterloo Subsidiary; (f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 or with terms of less than one year); (g) each licensing agreement or other Contract, registration or application with the United State Patent and Trademark Office, with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of Waterloo or any Waterloo Subsidiary; (h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees; (i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by Waterloo or any Waterloo Subsidiary with any other Person; (j) each Contract containing covenants that in any way purport to substantially restrict the business activity of Waterloo or any Waterloo Subsidiary or any Affiliate of any of the foregoing, or substantially limit the ability of Waterloo or any Waterloo Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (l) in respect to any Waterloo Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of Waterloo or any Waterloo Subsidiary; (m) the name of each Person who is or would be entitled pursuant to any Contract or Waterloo Benefit Plan to receive any payment from Waterloo or any Waterloo Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment; (n) each contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Waterloo or any Waterloo Subsidiary to be responsible for consequential damages; (o) each Contract for capital expenditures in excess of $25,000; (p) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Waterloo or any Waterloo Subsidiary other than in the Ordinary Course of Business; and (q) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. True, correct and complete copies of each document, plan or Contract listed and described on Schedule 4.19 previously have been provided to Midland States.
Appears in 1 contract
Properties and Contracts. Except for Contracts evidencing Loans made by Waterloo or any Waterloo the ISBF Subsidiary Banks in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, Schedule 4.19 5.18 lists or describes the following with respect to Waterloo ISBF and each Waterloo ISBF Subsidiary:
(a) all real property owned by Waterloo ISBF and each Waterloo ISBF Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which Waterloo ISBF and each Waterloo ISBF Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of Waterloo ISBF or such Waterloo ISBF Subsidiary;
(b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by Waterloo ISBF or any Waterloo ISBF Subsidiary, exclusive of deposit agreements with customers of Waterloo the ISBF Subsidiary Banks entered into in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, agreements for the purchase of federal funds and repurchase agreements;
(c) each Contract that involves the performance of services or delivery of goods or materials by Waterloo ISBF or any Waterloo ISBF Subsidiary (i) of an amount or value in excess of $25,000 or (ii) that substantially restricts Waterloo’s actions or those of any Waterloo Subsidiary250,000;
(d) each Contract that was not entered into in the Ordinary Course ordinary course of Business business consistent with past practice and that involves expenditures of or receipts by Waterloo ISBF or any Waterloo ISBF Subsidiary in excess of $25,000250,000;
(e) each Contract not, not referred to elsewhere in this Section 4.19 5.18 that:
(i) relates to the future purchase of goods or services that materially exceeds the requirements of WaterlooISBF’s or any Waterloo ISBF Subsidiary’s respective business at current levels or for normal operating purposes; or
(ii) materially affects the business or financial condition of Waterloo ISBF or any Waterloo ISBF Subsidiary;
(f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 250,000 or with terms of less than one year);
(g) each licensing agreement or other Contract, registration or application with the United State Patent and Trademark Office, Contract with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of Waterloo ISBF or any Waterloo ISBF Subsidiary;
(h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees;
(i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by Waterloo ISBF or any Waterloo ISBF Subsidiary with any other Person;
(j) each Contract containing covenants that in any way purport to substantially restrict the business activity of Waterloo ISBF or any Waterloo ISBF Subsidiary or any Affiliate of any of the foregoing, or substantially limit the ability of Waterloo ISBF or any Waterloo ISBF Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person;
(k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;
(l) the name and annual salary of each director, officer or employee of ISBF and each ISBF Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by ISBF, each ISBF Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person;
(m) in respect to any Waterloo ISBF Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of Waterloo ISBF or any Waterloo ISBF Subsidiary;
(mn) the name of each Person who is or would be entitled pursuant to any Contract or Waterloo ISBF Benefit Plan to receive any payment from Waterloo ISBF or any Waterloo ISBF Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment;
(no) each contract holder of a ISBF Stock Option and the number of underlying shares to which each such holder may be entitled to acquire;
(p) each Contract entered into other than in the Ordinary Course ordinary course of Business business consistent with past practice that contains or provides for an express undertaking by Waterloo ISBF or any Waterloo ISBF Subsidiary to be responsible for consequential damages;
(oq) each Contract for capital expenditures in excess of $25,000100,000;
(pr) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Waterloo ISBF or any Waterloo ISBF Subsidiary other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and
(qs) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. True, correct and complete copies Copies of each document, plan or Contract listed and described on Schedule 4.19 5.18 previously have been provided to Midland StatesMidWestOne through ▇▇▇▇▇▇▇ Corporation’s DataSite.
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Properties and Contracts. Except for Contracts evidencing Loans made by Waterloo or any Waterloo Subsidiary MidWestOne Bank in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, Schedule 4.19 4.18 lists or describes the following with respect to Waterloo MidWestOne and each Waterloo MidWestOne Subsidiary:
(a) all real property owned by Waterloo MidWestOne and each Waterloo MidWestOne Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which Waterloo MidWestOne and each Waterloo MidWestOne Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of Waterloo MidWestOne or such Waterloo MidWestOne Subsidiary;
(b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary, exclusive of deposit agreements with customers of Waterloo MidWestOne Bank entered into in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, agreements for the purchase of federal funds and repurchase agreements;
(c) each Contract that involves the performance of services or delivery of goods or materials by Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary (i) of an amount or value in excess of $25,000 or (ii) that substantially restricts Waterloo’s actions or those of any Waterloo Subsidiary250,000;
(d) each Contract that was not entered into in the Ordinary Course ordinary course of Business business consistent with past practice and that involves expenditures of or receipts by Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary in excess of $25,000250,000;
(e) each Contract not, not referred to elsewhere in this Section 4.19 4.18 that:
(i) relates to the future purchase of goods or services that materially exceeds the requirements of WaterlooMidWestOne’s or any Waterloo MidWestOne Subsidiary’s respective business at current levels or for normal operating purposes; or
(ii) materially affects the business or financial condition of Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary;
(f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 250,000 or with terms of less than one year);
(g) each licensing agreement or other Contract, registration or application with the United State Patent and Trademark Office, Contract with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary;
(h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees;
(i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary with any other Person;
(j) each Contract containing covenants that in any way purport to substantially restrict the business activity of Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary or any Affiliate of any of the foregoing, or substantially limit the ability of Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person;
(k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;
(l) the name and annual salary of each director, officer or employee of MidWestOne and each MidWestOne Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MidWestOne, each MidWestOne Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person;
(m) in respect to any Waterloo MidWestOne Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary;
(mn) the name of each Person who is or would be entitled pursuant to any Contract or Waterloo MidWestOne Benefit Plan to receive any payment from Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment;
(no) each contract holder of a MidWestOne Stock Option and the number of underlying shares to which each such holder may be entitled to acquire;
(p) each Contract entered into other than in the Ordinary Course ordinary course of Business business consistent with past practice that contains or provides for an express undertaking by Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary to be responsible for consequential damages;
(oq) each Contract for capital expenditures in excess of $25,000100,000;
(pr) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Waterloo MidWestOne or any Waterloo MidWestOne Subsidiary other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and
(qs) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. True, correct and complete copies Copies of each document, plan or Contract listed and described on Schedule 4.19 4.18 previously have been provided to Midland StatesISBF through ▇▇▇▇▇▇▇ Corporation’s DataSite.
Appears in 1 contract
Properties and Contracts. Except for Contracts evidencing Loans made by Waterloo or any Waterloo Subsidiary Heritage Bank in the Ordinary Course of Business, Schedule 4.19 lists or describes the following with respect to Waterloo HeritageBanc and each Waterloo HeritageBanc Subsidiary:
(a) all real property owned by Waterloo HeritageBanc and each Waterloo HeritageBanc Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which Waterloo HeritageBanc and each Waterloo HeritageBanc Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of Waterloo HeritageBanc or such Waterloo HeritageBanc Subsidiary;
(b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary, exclusive of deposit agreements with customers of Waterloo Heritage Bank entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and repurchase agreements;
(c) each Contract that involves the performance of services or delivery of goods or materials by Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary (i) of an amount or value in excess of $25,000 100,000 or (ii) that substantially restricts WaterlooHeritageBanc’s actions or those of any Waterloo HeritageBanc Subsidiary;
(d) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of or receipts by Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary in excess of $25,000100,000;
(e) each Contract not, not referred to elsewhere in this Section 4.19 that:
(i) relates to the future purchase of goods or services that materially exceeds the requirements of WaterlooHeritageBanc’s or any Waterloo HeritageBanc Subsidiary’s respective business at current levels or for normal operating purposes; or
(ii) materially affects the business or financial condition of Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary;
(f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 100,000 or with terms of less than one year);
(g) each licensing agreement or other Contract, registration or application with the United State Patent and Trademark Office, with respect to patents, trademarks, copyrights, or other intellectual property (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets of Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary;
(h) each collective bargaining agreement and other Contract to or with any labor union or other Person representing one or more employees;
(i) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary with any other Person;
(j) each Contract containing covenants that in any way purport to substantially restrict the business activity of Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary or any Affiliate of any of the foregoing, or substantially limit the ability of Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary or any Affiliate of the foregoing to engage in any line of business or to compete with any Person;
(k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;
(l) the name and annual salary of each director, officer or employee of HeritageBanc and each HeritageBanc Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by HeritageBanc, each HeritageBanc Subsidiary or a combination of any of them to or for the benefit of each such person in question for the year ended December 31, 2006, and for the current year, and any employment agreement, consulting agreement, non-competition, severance or change in control agreement or similar arrangement or plan with respect to each such person;
(m) in respect to any Waterloo HeritageBanc Benefit Plan, the latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective Internal Revenue Service private rulings or determination letters obtained by or for the benefit of Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary;
(mn) the name of each Person who is or would be entitled pursuant to any Contract or Waterloo HeritageBanc Benefit Plan to receive any payment from Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment;
(no) each contract Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary to be responsible for consequential damages;
(op) each Contract for capital expenditures in excess of $25,000100,000;
(pq) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Waterloo HeritageBanc or any Waterloo HeritageBanc Subsidiary other than in the Ordinary Course of Business; and
(qr) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. True, correct and complete copies of each document, plan or Contract listed and described on Schedule 4.19 previously have been provided to Midland StatesOld Second.
Appears in 1 contract