Common use of Real Property Owned or Leased Clause in Contracts

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFST. (b) No lease or deed with respect to any Oakwood Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Real Property pertaining to its current primary purpose. (c) None of the buildings and structures located on any Oakwood Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Real Property in the manner in which it is currently being used. (d) Oakwood or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood Real Property, and such interest is free and clear of all liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(aSchedule 3.12(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood MetroCorp or its Subsidiariesany Subsidiary thereof, including non-residential nonresidential other real estate, and the owner or lessee thereof estate (the “Oakwood MetroCorp Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Real Propertythe properties referred to in Schedule 3.12(a), title insurance policies for Oakwood Real Property that is the owned by Oakwood or its Subsidiariesreal property referred to in Schedule 3.12(a), and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTEast West. (b) No lease or deed with respect to any Oakwood MetroCorp Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood MetroCorp Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any Oakwood MetroCorp Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood MetroCorp Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Propertyaggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorp. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇MetroCorp’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood MetroCorp Real Property in the manner in which it is currently being used. (d) Oakwood MetroCorp or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood MetroCorp Real Property, and such interest is free and clear of all liens, chargesincluding Tax liens, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood MetroCorp and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 2 contracts

Sources: Merger Agreement (MetroCorp Bancshares, Inc.), Merger Agreement (East West Bancorp Inc)

Real Property Owned or Leased. (aA) Section 3.14(a5.10(A) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real immovable property owned or leased by Oakwood TCBI or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood TCBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood TCBI Real Property, title insurance policies for Oakwood TCBI Real Property that is owned by Oakwood TCBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFST. (bB) No Except as set forth in Section 5.10(B) of the Schedules, no lease or deed with respect to any Oakwood TCBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood TCBI Real Property pertaining to its current primary business purpose. (cC) None of the buildings and structures located on any Oakwood TCBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood TCBI Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Propertyaggregate could not reasonably be expected to cause a Material Adverse Change on TCBI. No condemnation proceeding condemnation, eminent domain or other Proceeding is pending or, to ▇▇▇▇▇▇▇TCBI’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood TCBI Real Property in the manner in which it is currently being used. (dD) Oakwood Except as set forth in Section 5.10(D) of the Schedules, TCBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood TCBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood the TCBI Financial Statements; Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (eE) All buildings and other facilities used in the business of Oakwood TCBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 2 contracts

Sources: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Progressive Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood Progressive or its SubsidiariesSubsidiaries as of the date of this Agreement, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood Progressive Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Progressive Real Property, all title insurance policies for Oakwood Progressive Real Property that is owned by Oakwood Progressive or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property owned Progressive Real Property is subject subject, have been furnished or made available to BFST. (b) No lease or deed with respect to any Oakwood Progressive Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Progressive Real Property pertaining to its current primary purpose. (c) None of the buildings and structures located on any Oakwood Progressive Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Progressive Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Progressive Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇Progressive’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Progressive Real Property in the manner in which it is currently being used. (d) Oakwood Progressive or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood Progressive Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood the Progressive Financial Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood Progressive and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 2 contracts

Sources: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(aOther than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 3.8(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof First United (the “Oakwood First United Real Property”). True and complete copies of all deeds deeds, leases and leases title insurance policies for, or other documentation evidencing ownership of or a leasehold interest inof, Oakwood Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, the properties referred to in Schedule 3.8(a) and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTBancshares. (b) No lease or with respect to any First United Real Property and no deed with respect to any Oakwood First United Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood First United Real Property pertaining to Property. Each of such leases is a legal, valid and binding obligation enforceable in accordance with its current primary purposeterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by First United or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any Oakwood Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇First United’s knowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any Oakwood First United Real Property in the manner in which it is currently being used. (d) Oakwood or one of its Subsidiaries First United has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all Oakwood First United Real Property, and such interest is free and clear of all liens, charges, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All Except as set forth in Schedule 3.8(e), all buildings and other facilities used in the business of Oakwood and its Subsidiaries First United are in adequate condition (ordinary wear and tear excepted) and adequately maintained and, to the knowledge of First United, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Appears in 1 contract

Sources: Merger Agreement (Metrocorp Bancshares Inc)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Disclosure Schedules Schedule 4.15 contains a true, correct and complete list of all real property owned or leased by Oakwood or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof NFS (the “Oakwood NFS Real Property”). True and complete copies of all deeds deeds, leases and leases title insurance policies for, or other documentation evidencing ownership of or a leasehold interest inof, Oakwood Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, the properties referred to in Schedule 4.15 and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTBancshares. (b) No lease or with respect to any NFS Real Property and no deed with respect to any Oakwood NFS Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood NFS Real Property pertaining to Property. Each of such leases is a legal, valid and binding obligation enforceable in accordance with its current primary purposeterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by NFS or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None To the knowledge of NFS, none of the buildings and structures located on any Oakwood NFS Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood NFS Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Propertyaggregate could not reasonably be expected to cause a Material Adverse Effect on NFS. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇NFS’s knowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any Oakwood NFS Real Property in the manner in which it is currently being used. (d) Oakwood or one of its Subsidiaries NFS has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all Oakwood NFS Real Property, and such interest is free and clear of all liens, charges, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All Except as set forth in Schedule 4.15(e), all buildings and other facilities used in the business of Oakwood and its Subsidiaries NFS are in adequate condition (ordinary wear and tear excepted) and adequately maintained and, to the knowledge of NFS, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Appears in 1 contract

Sources: Stock Purchase Agreement (Encore Bancshares Inc)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Disclosure Schedules contains Mainland Bank has delivered to Investar a true, correct true and complete list of all real property owned or leased by Oakwood or its SubsidiariesMainland Bank, including non-residential properties that Mainland Bank has foreclosed on and all other real estateestate owned, as well as Mainland Bank’s premises and the owner or lessee thereof all improvements and fixtures thereon (the “Oakwood Mainland Bank Real Property”). True Mainland Bank has delivered or made available to Investar true and complete copies of all (i) deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood the Mainland Bank Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, and all (ii) mortgages, deeds of trust and security agreements to which such property the Mainland Bank Real Property is subject have been furnished or made available to BFSTsubject. (b) No lease or deed with respect to any Oakwood Mainland Bank Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Mainland Bank Real Property pertaining to its current primary business purpose. Each such lease is a legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by the Bankruptcy Exception), and is in full force and effect. Mainland Bank has not received any notice of claims of any defaults by Mainland Bank or the other party thereunder and, to the Knowledge of Mainland Bank, there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any Oakwood Mainland Bank Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by othersany other Person, nor does any building or structure of third parties any other Person encroach upon any Oakwood Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Mainland Bank Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇Mainland Bank’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Mainland Bank Real Property in the manner in which it is currently being used. (d) Oakwood or one of its Subsidiaries Mainland Bank has good and indefeasible marketable title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all Oakwood Mainland Bank Real Property, and such interest is free and clear of all liens, charges, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) those liens related to real property Taxes not yet due and payable, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real propertyrecord. (e) All buildings and other facilities used in the business of Oakwood and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and Mainland Bank are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Investar Holding Corp)

Real Property Owned or Leased. (a) A. Section 3.14(a) 5.10A of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real immovable property owned or leased by Oakwood BOJ or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood BOJ Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood BOJ Real Property, title insurance policies for Oakwood BOJ Real Property that is owned by Oakwood BOJ or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTInvestar. (b) No B. Except as set forth in Section 5.10A of the Schedules, no lease or deed with respect to any Oakwood BOJ Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood BOJ Real Property pertaining to its current primary business purpose. (c) C. None of the buildings and structures located on any Oakwood BOJ Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood BOJ Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value aggregate could not reasonably be expected to cause a Material Adverse Change on BOJ or use and enjoyment of the relevant Oakwood Real PropertyHighlands Bank. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇BOJ’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood BOJ Real Property in the manner in which it is currently being used. (d) Oakwood D. Except as set forth in Section 5.10A of the Schedules, BOJ or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood BOJ Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood the BOJ Financial Statements; Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (e) E. All buildings and other facilities used in the business of Oakwood BOJ and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Investar Holding Corp)

Real Property Owned or Leased. (a) A. Section 3.14(a) 5.10A of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real immovable property owned or leased by Oakwood PBI or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood PBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood PBI Real Property, title insurance policies for Oakwood PBI Real Property that is owned by Oakwood PBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFST. (b) No B. Except as set forth in Section 5.10A of the Schedules, no lease or deed with respect to any Oakwood PBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood PBI Real Property pertaining to its current primary business purpose. (c) C. None of the buildings and structures located on any Oakwood PBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood PBI Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Propertyaggregate could not reasonably be expected to cause a Material Adverse Change on PBI. No condemnation proceeding condemnation, eminent domain or other Proceeding is pending or, to ▇▇▇▇▇▇▇PBI’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood PBI Real Property in the manner in which it is currently being used. (d) Oakwood D. Except as set forth in Section 5.10A of the Schedules, PBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood PBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood the PBI Financial Statements; Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (e) E. All buildings and other facilities used in the business of Oakwood PBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Business First Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Beeville Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood Beeville or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood Beeville Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Beeville Real Property, title insurance policies for Oakwood Beeville Real Property that is owned by Oakwood Beeville or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTSpirit. (b) No lease or deed with respect to any Oakwood Beeville Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Beeville Real Property pertaining to its current primary purpose. (c) None of the buildings and structures located on any Oakwood Beeville Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Beeville Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Beeville Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇Beeville’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Beeville Real Property in the manner in which it is currently being used. (d) Oakwood Beeville or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood Beeville Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Beeville Financial Statements; Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood Beeville and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Spirit of Texas Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood CBI Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood CBI or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood CBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood CBI Real Property, title insurance policies for Oakwood CBI Real Property that is owned by Oakwood CBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTSTXB. (b) No lease or deed with respect to any Oakwood CBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood CBI Real Property pertaining to its current primary purpose. (c) None of the buildings and structures located on any Oakwood CBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood CBI Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood CBI Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇CBI’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood CBI Real Property in the manner in which it is currently being used. (d) Oakwood CBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood CBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrancesEncumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood CBI Financial Statements; Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood CBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Spirit of Texas Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(aOther than Real Estate Owned, Schedule 3.10(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood or FBHC and its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof Subsidiaries (the “Oakwood "FBHC Real Property"). True FBHC has delivered to the Company true and complete copies of all deeds of its deeds, leases and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, and all mortgages, deeds of trust and security agreements the properties referred to which such property is subject have been furnished or made available to BFSTin Schedule 3.10(a). (b) No lease or with respect to any FBHC Real Property and no deed with respect to any Oakwood FBHC Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood FBHC Real Property pertaining Property. To FBHC's knowledge, each of such leases is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by FBHC or any of its Subsidiaries or, to its current primary purposeFBHC's knowledge, the other party thereunder; to FBHC's knowledge, there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any Oakwood FBHC Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood FBHC Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Propertyaggregate could not reasonably be expected to cause a Material Adverse Effect on FBHC. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇’s FBHC's knowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any Oakwood FBHC Real Property in the manner in which it is currently being used. (d) Oakwood or one of FBHC and its Subsidiaries has have good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood or a contract vendee's interest in, FBHC Real Property, and such interest is free and clear of all liens, charges, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood FBHC and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) adequately maintained and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Appears in 1 contract

Sources: Merger Agreement (Southwest Bancorp of Texas Inc)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Comanche Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood Comanche or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood Comanche Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood Comanche Real Property, title insurance policies for Oakwood Comanche Real Property that is owned by Oakwood Comanche or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTSpirit. (b) No lease or deed with respect to any Oakwood Comanche Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Comanche Real Property pertaining to its current primary purpose. (c) None of the buildings and structures located on any Oakwood Comanche Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Comanche Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Comanche Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇Comanche’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Comanche Real Property in the manner in which it is currently being used. (d) Oakwood Comanche or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood Comanche Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Comanche Financial Statements; Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood Comanche and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Spirit of Texas Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(a) of the Oakwood Disclosure Schedules L&W does not own any real property. Schedule 3.13 contains a true, correct and complete list of all real property owned or leased by Oakwood or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof L&W (the “Oakwood Real L&W Leased Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership relating to the leasehold of or a leasehold interest in, Oakwood Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, and all mortgages, deeds of trust and security agreements the properties referred to which such property is subject in Schedule 3.13 have been furnished or made available to BFSTBancshares. (b) No lease or deed with respect to any Oakwood Real L&W Leased Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Real Property pertaining to L&W Leased Property. Each of such leases is a legal, valid and binding obligation enforceable in accordance with its current primary purposeterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by L&W or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None To the knowledge of L&W, none of the buildings and structures located on any Oakwood Real L&W Leased Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Real L&W Leased Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Real Property. aggregate could not reasonably be expected to cause a Material Adverse Effect on L&W. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇L&W’s knowledge, threatened, which could reasonably be expected to would preclude or materially impair the use of any Oakwood Real L&W Leased Property in the manner in which it is currently being used. (d) Oakwood or one of its Subsidiaries L&W has good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all Oakwood Real L&W Leased Property, and such interest is free and clear of all liens, charges, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, aggregate materially adversely affect the use and enjoyment of the relevant real property. (e) All Except as set forth in Schedule 3.13(e), all buildings and other facilities used in the business of Oakwood and its Subsidiaries L&W are in adequate condition (ordinary wear and tear excepted) and adequately maintained and, to the knowledge of L&W, are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practicesfacilities.

Appears in 1 contract

Sources: Merger Agreement (Encore Bancshares Inc)

Real Property Owned or Leased. (a) A. Section 3.14(a) 5.10A of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real immovable property owned or leased by Oakwood RSBI or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood RSBI Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood RSBI Real Property, title insurance policies for Oakwood RSBI Real Property that is owned by Oakwood RSBI or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFST. (b) No B. Except as set forth in Section 5.10A of the Schedules, no lease or deed with respect to any Oakwood RSBI Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood RSBI Real Property pertaining to its current primary business purpose. (c) C. None of the buildings and structures located on any Oakwood RSBI Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood RSBI Real Property, except for those violations and encroachments that do not, individually or which in the aggregate, materially adversely affect the value aggregate could not reasonably be expected to cause a Material Adverse Change on RSBI or use and enjoyment of the relevant Oakwood Real PropertyRichland State Bank. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇RSBI’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood RSBI Real Property in the manner in which it is currently being used. (d) Oakwood D. Except as set forth in Section 5.10A of the Schedules, RSBI or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood RSBI Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood the RSBI Financial Statements; Statements and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real immovable property. (e) E. All buildings and other facilities used in the business of Oakwood RSBI and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Business First Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(a3.13(a) of the Oakwood Disclosure Schedules contains a true, correct and complete list of all real property owned or leased by Oakwood the Company or its Subsidiaries, including non-residential other real estate, and the owner or lessee thereof (the “Oakwood Company Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood the Company Real Property, title insurance policies for Oakwood the Company Real Property that is owned by Oakwood the Company or its Subsidiaries, and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFSTAllegiance. (b) No lease or deed with respect to any Oakwood Company Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Company Real Property pertaining to its current primary purpose. (c) None of the buildings and structures located on any Oakwood Company Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Oakwood Company Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment of the relevant Oakwood Company Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇the Company’s knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Company Real Property in the manner in which it is currently being used. (d) Oakwood The Company or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all Oakwood Company Real Property, and such interest is free and clear of all liens, including Tax liens, charges, imperfections of title or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood the Company Financial Statements; Statements; and (ii) easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real property. (e) All buildings and other facilities used in the business of Oakwood the Company and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Allegiance Bancshares, Inc.)

Real Property Owned or Leased. (a) Section 3.14(a) Bank of the Oakwood Disclosure Schedules contains York has delivered to Investar a true, correct true and complete list of all real property owned or leased by Oakwood or its SubsidiariesBank of York, including non-residential properties that Bank of York has foreclosed on and all other real estateestate owned, as well as Bank of York’s premises and the owner or lessee thereof all improvements and fixtures thereon (the “Oakwood Bank of York Real Property”). True Bank of York has delivered or made available to Investar true and complete copies of all (i) deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, Oakwood the Bank of York Real Property, title insurance policies for Oakwood Real Property that is owned by Oakwood or its Subsidiaries, and all (ii) mortgages, deeds of trust and security agreements to which such property the Bank of York Real Property is subject have been furnished or made available to BFSTsubject. (b) No lease or deed with respect to any Oakwood Bank of York Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Oakwood Bank of York Real Property pertaining to its current primary business purpose. Each such lease is a legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by the Bankruptcy Exception), and is in full force and effect. Bank of York has not received any notice of claims of any defaults by Bank of York or the other party thereunder and, to the Knowledge of Bank of York, there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and structures located on any Oakwood Bank of York Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by othersany other Person, nor does any building or structure of third parties any other Person encroach upon any Oakwood Real Property, except those violations and encroachments that do not, individually or in the aggregate, materially adversely affect the value or use and enjoyment Bank of the relevant Oakwood York Real Property. No condemnation proceeding is pending or, to ▇▇▇▇▇▇▇Bank of York’s knowledgeKnowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Oakwood Bank of York Real Property in the manner in which it is currently being used. (d) Oakwood or one Bank of its Subsidiaries York has good and indefeasible marketable title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all Oakwood Bank of York Real Property, and such interest is free and clear of all liens, charges, imperfections of title charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and for which adequate reserves have been provided in Oakwood Financial Statements; and (ii) those liens related to real property Taxes not yet due and payable, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, individually or in the aggregate, materially adversely affect the use and enjoyment of the relevant real propertyrecord. (e) All buildings and other facilities used in the business of Oakwood and its Subsidiaries are in adequate condition (ordinary wear and tear excepted) and Bank of York are free from defects which could reasonably be expected to materially interfere with the current or future use of such facilities consistent with past practices.

Appears in 1 contract

Sources: Merger Agreement (Investar Holding Corp)