Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded. (b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. (c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained. (d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.
Appears in 3 contracts
Sources: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other material assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there There is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real propertyJanuary 1, 2018, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real propertyJanuary 1, 2018, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.
Appears in 2 contracts
Sources: Merger Agreement (Sunnyside Bancorp, Inc.), Merger Agreement (Sunnyside Bancorp, Inc.)
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a3.31(a) sets forth a true, correct correct, and complete list of all real personal property owned as of the date of this Agreement by Company and each of its SubsidiariesSubsidiaries with a book value in excess of $10,000. Except for properties and assets disposed of in the ordinary course of business or as set forth in Company Disclosure Schedule 3.29(a)permitted by this Agreement, the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or one of its Subsidiaries has good, valid valid, and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real personal property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent and other governmental charges (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and assessmentsencumbrances, which if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset.
(b) Company Disclosure Schedule 3.31(b) sets forth a true, correct, and complete schedule of all real property (by name and location) owned by the Company or any of its Subsidiaries (the “Company Owned Real Property”). Company or one of its Subsidiaries (a) has good record, insurable and marketable title to all of the Company Owned Real Property, free and clear of all material Liens, except the following (collectively, “Permitted Liens”): (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPpayable, (iiiii) Lienscovenants, conditions and restrictions, easements, rights of way, and other similar encumbrances encumbrances, other matters of the public record or to which like properties are commonly subject that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory such imperfections or irregularities of title or Liens as do not materially affect the value or use of landlords the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties. Company (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Company Owned Real Property insuring said owner’s title to such property free and Liens clear of carriersall liens except Permitted Liens, warehousemenand has disclosed such policies to Buyer prior to the date hereof. No portion of the Company Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Company Owned Real Property.
(c) Company Disclosure Schedule 3.31(c) sets forth a true, mechanics correct, and materialmen complete schedule of all leases, subleases, licenses and other like Liens arising agreements entered into by Company (collectively, the “Company Leases”) under which Company uses or occupies or has the right to use or occupy, now or in the Ordinary Course of Business for sums not yet due future, real property (collectively, “Company Leased Real Property,” and payable and for which adequate reserves are being maintained in accordance together with GAAPthe Company Owned Real Property, the “Company Real Property”). Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it Leases is a partyvalid, and all such leases are valid and binding in accordance with their respective terms binding, and in full force and effecteffect and neither Company nor any of its Subsidiaries has received a written notice of, and there is otherwise has no Knowledge of any, material default or termination with respect to any Company Lease. There has not under occurred any such lease event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material existing default by Company or such Subsidiary orany of its Subsidiaries in, to the Knowledge performance of Companyany covenant, any other party theretoagreement, or condition contained in any event which with notice Company Lease, and to Company’s Knowledge, no lessor under a Company Lease is in material breach or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregateperformance of any material covenant, agreement, or condition contained in such Company Lease, and Company (or its applicable Subsidiary) has not had a Material Adverse Effectreceived written notice from any landlord alleging any of the foregoing. Except as set forth on Company Disclosure Schedule 3.29(a)To Company’s Knowledge, there is no pending or, to Company’s Knowledge, or threatened in writing legal, administrative, arbitral or other proceeding, claim, action action, or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupyReal Property, including without limitation a pending or threatened taking of any of such real property by eminent domain. Company and each of its Subsidiaries has paid all rents and other charges to the extent due under the Company Leases. To Company’s Knowledge, there are no material pending or threatened condemnation proceedings against any Company Real Property. Except as listed in Company Disclosure Schedule 3.31(c), no landlord under any Company Lease is holding any deposit, whether cash or letter of credit, securing Company’s (or its applicable Subsidiary’s) obligations under said Company Lease. The Company Leases constitute all Company Leases in which Company and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Company Leases are legal, valid, binding upon Company (or its Subsidiary, as applicable) and, to the Knowledge of Company, all other parties thereto, enforceable, except where as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and the Company (or its applicable Subsidiary) holds a valid and existing leasehold interest under such Company Leases free and clear of any liens except for Permitted Liens. The Company Leases shall continue to be legal, administrativevalid, arbitral or other proceedingbinding, claim, action or governmental or regulatory investigation has not had, enforceable and would not reasonably be expected to have, individually or in full force and effect on identical terms following the aggregate, a Material Adverse Effect on Company or Company Bank. None consummation of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) transactions contemplated by this Agreement. Except as set forth on in Company Disclosure Schedule 3.29(b)3.31(c) hereto, all buildingsto each of the Company Leases, structuresCompany (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, fixtures, building systems and equipment, and all components thereofright of first offer or right of first refusal contained in any of the Company Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Lease Options”). Company (or its applicable Subsidiary) has the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included full right to exercise any Lease Options contained in the owned real property are, Company Leases on the terms and conditions contained therein and upon due exercise would be entitled to Company’s and enjoy the full benefit of such options with respect thereto.
(d) All Company Bank’s Knowledge, Owned Real Property is in all material respects in a good condition state of maintenance and repair (normal wear and tear excepted), conform with all material applicable ordinances, regulations and zoning. Company (or its applicable Subsidiary) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, received a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority to indicate that any Company Real Property is not in compliance with any zoning, building, environmental, ecology, health and public safety, subdivision, land sales or similar law, rule, ordinance or regulation, including, without limitation, the American With Disabilities Act of 1990 all as the same are amended from time to time and all orders and regulations promulgated thereto and to the Knowledge of Company no such material noncompliance exists. Either Company (or its applicable Subsidiary) or a tenant deriving its rights from Company (or its applicable Subsidiary), as the case may be, is in peaceful and undisturbed possession of all Company Real Property. Except as listed on Company Disclosure Schedule 3.31(d), Company (or its applicable Subsidiary) has not leased, subleased, licensed or granted occupancy rights in any parcel or any portion of any Company Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement. To the Knowledge of Company, there are no ground leases affecting the interest of said party in any Company Real Property. The improvements constructed at each Company Real Property were constructed in full compliance with all applicable laws and do not encroach on any right of way or setback or any adjoining premises or easement or similar property right benefiting such Company Real Property and, to the Knowledge of Company, there exists no improvements from any adjoining premises that encroach onto any Company Real Property. All Company Real Property abuts or has indefeasible access to a public way, duly laid out or accepted as such by the city or town in which the same are located, which access is insured via the title insurance policies referred to herein. All Company Real Property is currently served by a municipal sewer system and not by a private septic or other subsurface sewage disposal system. To Company’s Knowledge, there are no pending action that would result in or threatened, actions, litigation, condemnation, eminent domain or other proceedings against any Company Real Property. Company (or its applicable Subsidiary) has not received any written notice of, and, to the termination or reduction Knowledge of the current access from the real property and improvements to existing roads and highwaysCompany, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation there are no special assessments that affect any Company Real Property. The Company Real Property constitutes all of the real property and improvements as currently used and operatedor occupied by Company Bank in connection with the conduct of its business.
Appears in 2 contracts
Sources: Merger Agreement (Eastern Bankshares, Inc.), Merger Agreement (HarborOne Bancorp, Inc.)
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a3.31(a) sets forth a true, correct correct, and complete list of all real personal property owned as of the date of this Agreement by Company and each of its SubsidiariesSubsidiaries with a book value in excess of $10,000. Except for properties and assets disposed of in the ordinary course of business or as set forth in Company Disclosure Schedule 3.29(a)permitted by this Agreement, the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or one of its Subsidiaries has good, valid valid, and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real personal property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent and other governmental charges (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and assessmentsencumbrances, which if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset.
(b) Company Disclosure Schedule 3.31(b) sets forth a true, correct, and complete schedule of all real property (by name and location) owned by the Company or any of its Subsidiaries (the “Company Owned Real Property”). Company or one of its Subsidiaries (a) has good record, insurable and marketable title to all of the Company Owned Real Property, free and clear of all material Liens, except the following (collectively, “Permitted Liens”): (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPpayable, (iiiii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory such imperfections or irregularities of title or Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in as do not materially affect the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company value or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company properties or its Subsidiaries have granted any right, title assets subject thereto or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the affected thereby or otherwise materially impair business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted operations at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.such
Appears in 2 contracts
Sources: Merger Agreement (Eastern Bankshares, Inc.), Merger Agreement (Cambridge Bancorp)
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) 3.30 sets forth a true, correct correct, and complete list of all real personal property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except for properties and assets disposed of in the ordinary course of business or as set forth in Company Disclosure Schedule 3.29(a)permitted by this Agreement, the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries Subsidiary has good, valid valid, and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real personal property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent and other governmental charges (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and assessmentsencumbrances, which if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset.
(b) Company Disclosure Schedule 3.30 sets forth a true, correct, and complete schedule of all real property (by name and location) owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company or one of its Subsidiaries (a) has good and marketable title to all of the Owned Real Property, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPpayable, (iiiii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory such imperfections or irregularities of title or Liens as do not materially affect the value or use of landlords the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties.
(c) Company Disclosure Schedule 3.30 sets forth a true, correct, and Liens complete schedule of carriersall leases, warehousemensubleases, mechanics and materialmen licenses and other like Liens arising agreements under which Company uses or occupies or has the right to use or occupy, now or in the Ordinary Course of Business for sums not yet due future, real property (the “Leases” and payable and for which adequate reserves are being maintained in accordance together with GAAPthe Owned Real Property, the “Company Real Property”). Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it Leases is a partyvalid, and all such leases are valid and binding in accordance with their respective terms binding, and in full force and effecteffect and neither Company nor any of its Subsidiaries has received a written notice of, and there is otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not under occurred any such lease event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material existing default by Company or such Subsidiary orany of its Subsidiaries in, to the Knowledge performance of Companyany covenant, any other party theretoagreement, or condition contained in any event which with notice Lease, and to Company’s Knowledge, no lessor under a Lease is in material breach or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregateperformance of any material covenant, has not had a Material Adverse Effectagreement, or condition contained in such Lease. Except as set forth on Company Disclosure Schedule 3.29(a), there There is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action action, or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one each of its Subsidiaries has owned paid all rents and other charges to the real property, there have been extent due under the Leases. There are no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledgepending or, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvementsknowledge of Company, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.threatened condemnation proceedings against any Company Real Property
Appears in 2 contracts
Sources: Merger Agreement (Independent Bank Corp), Merger Agreement (Independent Bank Corp)
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the The Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there There is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None A true and correct list of all litigation pending or, to the Company’s Knowledge, threatened as of the date hereof, is set forth on Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecordedDisclosure Schedule 3.29(a).
(b) Except as set forth has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company Disclosure Schedule 3.29(b)or Company Bank, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bankconducted.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.
Appears in 1 contract
Tangible Properties and Assets. (a) Section 3.22(a) of the Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwiseCompany Bank (“Company Real Property”). The Company or its Subsidiaries Company Bank has good, valid good and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real propertyCompany Real Property, personal property and other assets (tangible or intangible), ) used, occupied and operated or held for use by it in connection with its business as presently conducted conducted, in each case, case free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent, (ii) Liens for Taxes and other governmental charges and assessments, which assessments that are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPpayable, (iiiii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course ordinary course of Business business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPpayable. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there There is no pending or, to the Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the Company Real Property or other real property that the Company or any of its Subsidiaries owns, uses or Company Bank occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to havematerial. True, individually or in the aggregatecorrect and complete copies of all deeds evidencing ownership of Company Real Property and true, a Material Adverse Effect on Company or Company Bank. None correct and complete copies of the title insurance policies and surveys, if any, for each Company Real Property, together with true, correct and complete copies of any mortgages, deeds of trust and security agreements to which such Company Real Property is subject, have been furnished or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecordedmade available to Parent.
(b) Except as set forth on No Person other than the Company and Company Bank has (or will have, at Closing) (i) any right in any of the Company Real Property or any right to use or occupy any portion of the Company Real Property or (ii) any right to use or occupy any portion of the premises subject to any Lease. All buildings, structures, fixtures and appurtenances comprising part of the Company Real Property are in good operating condition and have been well-maintained, reasonable wear and tear excepted, and are in all material respects adequate and sufficient for the purposes to which they are used in the conduct of the Company’s business. The Company and Company Bank do not use in its business any material real property other than the Company Real Property and the premises subject to the Leases.
(c) Section 3.22(c) of the Company Disclosure Schedule 3.29(bsets forth a true, correct and complete schedule as of the date of this Agreement of all leases, subleases, licenses and other material agreements under which the Company or Company Bank uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect, and neither the Company nor Company Bank has received a written notice of, or otherwise has any Knowledge of any, breach, default or termination with respect to any Lease. To the Company’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by the Company or Company Bank of, or default by the Company or Company Bank in, the performance of any covenant, agreement or condition contained in any Lease. To the Company’s Knowledge, no lessor under a Lease is in breach or default in the performance of any material covenant, agreement or condition contained in such Lease. The Company and Company Bank have paid all rents and other charges to the extent due under the Leases. Copies that are true, correct and complete in all material respects of all leases for, or other documentation evidencing a leasehold interest in the properties listed in Section 3.22(c) of the Company Disclosure Schedule have been furnished or made available to Parent.
(d) Except as would not be material, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including thereof that are Company Real Property or the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, subject of any Lease are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of the Company and its Subsidiaries Company Bank as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bankconducted.
(ce) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(dSection 3.22(e) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company Disclosure Schedule sets forth a true, correct and complete list of all Leases pursuant to which consents, waivers or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination notices are or reduction of the current access from the real property and improvements may be required to existing roads and highways, or to sewer or other utility services available to the real property and improvementsbe given thereunder, in each case as necessary for the use and operation case, prior to consummation of the real property Integrated Mergers and improvements as currently used and operatedthe other transactions by this Agreement.
Appears in 1 contract
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.
Appears in 1 contract
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a trueExcept for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries Subsidiary has good, valid valid, and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real material personal property, all buildings, structures and other improvements on the real property, personal property and other material assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent and other governmental charges (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and assessmentsencumbrances, which if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset.
(b) Company Disclosure Schedule 3.30 sets forth a true, correct, and complete schedule of all real property (by name and location) owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company or its Subsidiaries (a) has good and marketable title to all of the Owned Real Property, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) mechanics’, workmens’, repairmens’, warehousemens’, carriers’, or similar Liens arising in the ordinary course of business, (iii) any Liens imposed by applicable Law, (vi) Liens for real property Taxes not yet due and payable or that are being contested in good faith through appropriate proceedings and for which adequate reserves are being maintained provision has been made on the balance sheet of Company in accordance with GAAP, (iiv) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiivi) statutory such imperfections or irregularities of title or Liens as do not materially affect the value or use of landlords the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties.
(c) Company Disclosure Schedule 3.30 sets forth a true, correct, and Liens complete schedule of carriersall leases, warehousemensubleases, mechanics and materialmen licenses and other like Liens arising agreements under which Company uses or occupies or has the right to use or occupy, now or in the Ordinary Course of Business for sums not yet due future, real property (the “Leases” and payable and for which adequate reserves are being maintained in accordance together with GAAPthe Owned Real Property, the “Company Real Property”). Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it Leases is a partyvalid, and all such leases are valid and binding in accordance with their respective terms binding, and in full force and effecteffect and neither Company nor any of its Subsidiaries has received a written notice of, and there is otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not under occurred any such lease event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material existing default by Company or such Subsidiary orany of its Subsidiaries in, to the Knowledge performance of Companyany covenant, any other party theretoagreement, or condition contained in any event which with notice Lease, and to Company’s Knowledge, no lessor under a Lease is in material breach or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregateperformance of any material covenant, has not had a Material Adverse Effectagreement, or condition contained in such Lease. Except as set forth on Company Disclosure Schedule 3.29(a), there There is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action action, or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one each of its Subsidiaries has owned paid all rents and other material, charges to the real property, there have been extent due under the Leases. There are no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledgepending or, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvementsKnowledge of Company, in each case as necessary for the use and operation of the real property and improvements as currently used and operatedthreatened condemnation proceedings against any Company Real Property.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (MetroCity Bankshares, Inc.)
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) 3.30 sets forth a true, correct correct, and complete list of all real property material personal property, except for items having a book value of less than $10,000, owned as of the date of this Agreement by Company and each of its Subsidiaries. Except for properties and assets disposed of in the ordinary course of business or as set forth in Company Disclosure Schedule 3.29(a)permitted by this Agreement, the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries Subsidiary has good, valid valid, and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real personal property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent and other governmental charges (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and assessmentsencumbrances, which if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset.
(b) Company Disclosure Schedule 3.30 sets forth a true, correct, and complete schedule of all real property (by name and location) owned by Company or any of its Subsidiaries (the “Owned Real Property”). The Company or one of its Subsidiaries (a) has good and marketable title to all of the Owned Real Property, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable or that are being contested in good faith through appropriate proceedings and for which adequate reserves are being maintained provision has been made on the balance sheet of Company in accordance with GAAP, (iiiii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory such imperfections or irregularities of title or Liens as do not materially affect the value or use of landlords the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties.
(c) Company Disclosure Schedule 3.30 sets forth a true, correct, and Liens complete schedule of carriersall leases, warehousemensubleases, mechanics and materialmen licenses and other like Liens arising agreements under which Company uses or occupies or has the right to use or occupy, now or in the Ordinary Course of Business for sums not yet due future, real property (the “Leases” and payable and for which adequate reserves are being maintained in accordance together with GAAPthe Owned Real Property, the “Company Real Property”). Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it Leases is a partyvalid, and all such leases are valid and binding in accordance with their respective terms binding, and in full force and effecteffect and neither Company nor any of its Subsidiaries has received a written notice of, and there is otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not under occurred any such lease event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material existing default by Company or such Subsidiary orany of its Subsidiaries in, to the Knowledge performance of Companyany covenant, any other party theretoagreement, or condition contained in any event which with notice Lease, and to Company’s Knowledge, no lessor under a Lease is in material breach or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregateperformance of any material covenant, has not had a Material Adverse Effectagreement, or condition contained in such Lease. Except as set forth on Company Disclosure Schedule 3.29(a), there There is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action action, or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one each of its Subsidiaries has owned paid all rents and other charges to the real property, there have been extent due under the Leases. There are no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledgepending or, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvementsKnowledge of Company, in each case as necessary for the use and operation of the real property and improvements as currently used and operatedthreatened condemnation proceedings against any Company Real Property.
Appears in 1 contract
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) 3.30 sets forth a true, correct correct, and complete list of all real personal property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in on Company Disclosure Schedule 3.29(a)3.30, and except for properties and assets disposed of in the Company ordinary course of business or as permitted by this Agreement, and its Subsidiaries are except as would not reasonably be expected to have, either individually or in the aggregate, a party Material Adverse Effect with respect to any real property lease or licenseCompany, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries Subsidiary has good, valid valid, and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real personal property, personal property and other assets (tangible or intangible), used, occupied occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes and other governmental charges and assessments, which are amounts not yet due delinquent and payable and for which adequate reserves are being maintained in accordance with GAAP, (ii) LiensLiens incurred in the ordinary course of business or imperfections of title, easements, rights of wayand encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and other similar encumbrances that do not materially detract from the value and do not materially interfere with the present use, occupancy, or the use operation of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties any material asset.
(b) Company Disclosure Schedule 3.30 sets forth a true, correct, and (iii) statutory Liens complete schedule of landlords and Liens of carriersall leases, warehousemensubleases, mechanics and materialmen licenses and other like Liens arising agreements under which Company uses or occupies or has the right to use or occupy, now or in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPfuture, real property (the “Leases”). Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it Leases is a partyvalid, and all such leases are valid and binding in accordance with their respective terms binding, and in full force and effecteffect and neither Company nor any of its Subsidiaries has received a written notice of, and there is otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not under occurred any such lease event and no condition exists that would constitute a termination event or a material breach by Company or any of its Subsidiaries of, or material existing default by Company or such Subsidiary orany of its Subsidiaries in, to the Knowledge performance of Companyany covenant, any other party theretoagreement, or condition contained in any event which with notice Lease, and to Company’s Knowledge, no lessor under a Lease is in material breach or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregateperformance of any material covenant, has not had a Material Adverse Effectagreement, or condition contained in such Lease. Except as set forth on Company Disclosure Schedule 3.29(a)3.30, there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action action, or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except as set forth on Company Disclosure Schedule 3.29(b), all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one each of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer paid all rents and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available charges to the real property and improvements, in each case as necessary for extent due under the use and operation of the real property and improvements as currently used and operatedLeases.
Appears in 1 contract
Tangible Properties and Assets. (a) Company Party Disclosure Schedule 3.29(a3.31(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its SubsidiariesSubsidiaries (“Company Real Property”). Except as set forth in Company Party Disclosure Schedule 3.29(a3.31(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has goodmarketable title to, valid and marketable title to leasehold interests in or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real propertyCompany Real Property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for taxes amounts not yet delinquent, (ii) Liens for Taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAPpayable, (iiiii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effectpayable. Except as set forth on Company Party Disclosure Schedule 3.29(a3.31(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the Company Real Property or other real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation would not be material. True and complete copies of all deeds evidencing ownership of Company Real Property and complete copies of the title insurance policies and surveys, if any, for each Company Real property, together with any mortgages, deeds of trust and security agreements to which such Company Real Property is subject have been furnished or made available to Buyer.
(b) Company Party Disclosure Schedule 3.31(b) sets forth a true, correct and complete schedule as of the date of this Agreement of all leases, subleases, licenses and other material agreements under which Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. To the Company’s Knowledge there has not occurred any event and no condition exists that would constitute a termination event or a breach by Company or any of its Subsidiaries of, or default by Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To Company’s Knowledge, no lessor under a Lease is in breach or default in the performance of any material covenant, agreement or condition contained in such Lease, except where such breach or default has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Company or Company Bank. None and each of the Company or its Subsidiaries have granted any rightpaid all rents and other charges to the extent due under the Leases. Copies that are true and complete in all material respects of all leases for, title or other documentation evidencing a leasehold interest in any mineral rights that are unrecordedthe properties listed in Company Party Disclosure Schedule 3.31(b) have been furnished or made available to Buyer.
(bc) Except as set forth on Company Disclosure Schedule 3.29(b)would not be material, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, thereof included in the owned real property are, to Company’s and Company Bank’s Knowledge, Real Property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintainedconducted.
(d) The real property Company Party Disclosure Schedule 3.31(d) sets forth a true and improvements thereof have access complete list of all Leases pursuant to and from all adjoining streetswhich consents, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company waivers or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination notices are or reduction of the current access from the real property and improvements may be required to existing roads and highways, or to sewer or other utility services available to the real property and improvementsbe given thereunder, in each case as necessary for the use and operation case, prior to consummation of the real property Merger, the Bank Merger, and improvements as currently used and operatedthe other transactions by this Agreement.
Appears in 1 contract
Tangible Properties and Assets. (a) Company Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned as of the date of this Agreement by Company and each of its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.29(a), the Company and its Subsidiaries are not a party to any real property lease or license, whether as landlord, tenant, guarantor or otherwise. Company or its Subsidiaries has good, valid and marketable title to to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, all buildings, structures and other improvements on the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, (ii) Liens for taxes and other governmental charges and assessments, which are not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP, (iiiii) Liens, easements, rights of way, and other similar encumbrances that do not materially detract from affect the value or the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iiiiv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the Ordinary Course of Business for sums not yet due and payable and for which adequate reserves are being maintained in accordance with GAAP. Each of Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are valid and binding in accordance with their respective terms and in full force and effect, and there is not under any such lease any material existing default by Company or such Subsidiary or, to the Knowledge of Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, except for any such noncompliance, default or failure to be in full force and effect that, individually or in the aggregate, has not had a Material Adverse Effect. Except as set forth on Company Disclosure Schedule 3.29(a), there is no pending or, to Company’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that Company or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, including without limitation a pending or threatened taking of any of such real property by eminent domain, except where such legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank. None of the Company or its Subsidiaries have granted any right, title or interest in any mineral rights that are unrecorded.
(b) Except Company Disclosure Schedule 3.29(b) sets forth a true, correct and complete schedule as set forth of the date of this Agreement of all leases, subleases, licenses and other agreements under which Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither Company nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a breach by Company or any of its Subsidiaries of, or default by Company or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To Company’s and Company Bank’s Knowledge, no lessor under a Lease is in breach or default in the performance of any covenant, agreement or condition contained in such Lease, except where such breach or default has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Company and each of its Subsidiaries have paid all rents and other charges to the extent due under the Leases. Copies that are true and complete of all leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in Company Disclosure Schedule 3.29(b), have been furnished or made available to Buyer.
(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bank, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, vaults, safety deposit boxes, wiring and cable installations, included in the owned real property or the subject of the Leases are, to Company’s and Company Bank’s Knowledge, in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of Company and its Subsidiaries as currently conducted except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or Company Bankconducted.
(c) To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, there have been no material interruptions in the delivery of adequate service of any utilities required in the operation of the business currently conducted at the real property. To the Company’s Knowledge, since the Company or one of its Subsidiaries has owned the real property, no property has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. To the Company’s Knowledge, all utilities servicing the property are publicly provided and maintained.
(d) The real property and improvements thereof have access to and from all adjoining streets, roads and highways necessary for the use and operation by the Company and its Subsidiaries as currently conducted, and none of the Company or its Subsidiaries has received written notice from any Governmental Authority of any pending action that would result in the termination or reduction of the current access from the real property and improvements to existing roads and highways, or to sewer or other utility services available to the real property and improvements, in each case as necessary for the use and operation of the real property and improvements as currently used and operated.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)