Common use of Tangible Properties Clause in Contracts

Tangible Properties. (i) First Midlothian neither owns nor leases any tangible properties, real and personal. (ii) SCHEDULE 1(k) describes all tangible properties, real and personal (showing the gross book values, accumulated depreciation and net book values), owned or leased by First Bank as of the date of the First Midlothian Financial Statements, having an original cost in excess of $25,000 (exclusive of supplies consumable in the ordinary course of business, which need not be scheduled). First Bank has good and indefeasible fee simple title to all material real estate owned by it, has a valid leasehold interest in each of the leased properties and owns outright all other assets and properties, whether real, personal or mixed, tangible or intangible, described in SCHEDULE 1(k) or reflected in the First Midlothian Financial Statements or acquired after said date (other than properties sold, and supplies consumed, by First Bank in the ordinary course of its banking business consistent with its past practice), free and clear of all liens, pledges, mortgages, security interests, charges, burdens, encumbrances, options and adverse claims ("Burdens"), except in each case as set forth in SCHEDULE 1(k) and except for liens for current taxes not yet due and payable and such imperfections of title, covenants and easements as do not materially detract from or interfere with the present use of the asset or property subject thereto or affected thereby. Since the date of the First Midlothian Financial Statements, First Bank has not satisfied or discharged, or become obligated to satisfy or discharge, any Burden affecting First Bank or any asset of First Bank, except in the ordinary course of First Bank's banking business consistent with its past practice. The operation of the properties of First Bank and the business of First Bank in the manner in which they are now operated does not violate any zoning ordinances or municipal regulations in such a way as could, if such ordinances or regulations were enforced, result in any material impairment of the uses of the respective properties for the purposes for which they are now operated, and no covenants, easements, rights-of-way or regulations of record materially impair such uses.

Tangible Properties. (ia) First Midlothian neither owns nor leases any tangible properties, real and personal. (iiExcept as set forth in Section 2.17(a) SCHEDULE 1(k) describes all tangible properties, real and personal (showing the gross book values, accumulated depreciation and net book values), owned or leased by First Bank as of the date of Company Disclosure Schedule, the First Midlothian Financial Statements, having an original cost in excess of $25,000 (exclusive of supplies consumable in the ordinary course of business, which need not be scheduled). First Bank has good Company and indefeasible each Company Subsidiary owns fee simple title to all material real estate owned by it, or has a valid leasehold interest in each of the leased real properties and owns outright all other assets and properties, whether real, personal at which the Company or mixed, tangible or intangible, described in SCHEDULE 1(k) or reflected in any Company Subsidiary conducts operations (the First Midlothian Financial Statements or acquired after said date (other than properties sold, and supplies consumed, by First Bank in the ordinary course of its banking business consistent with its past practice“Company Properties”), free and clear of all liensany Liens, pledgesand the Company Properties are not subject to any easements, mortgagesrights of way, security interestscovenants, chargesconditions, burdensrestrictions or other written agreements, encumbrancesLaws affecting building use or occupancy, options and adverse claims or reservations of an interest in title ("Burdens"collectively, “Property Restrictions”), except in each case as for (i) the matters set forth in SCHEDULE 1(kSection 2.17 of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and except for adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens for current taxes and other Property Restrictions, if any, which, individually or in the aggregate, are not yet due and payable and such imperfections of titlematerial in amount, covenants and easements as do not materially detract from the value of or materially interfere with the present use of any of the asset or property Company Properties subject thereto or affected thereby. Since , and do not otherwise materially impair business operations conducted by the date of Company and the First Midlothian Financial Statements, First Bank has not satisfied Company Subsidiaries and which have arisen or discharged, or become obligated to satisfy or discharge, any Burden affecting First Bank or any asset of First Bank, except been incurred only in the ordinary course of First Bank's banking business consistent with its past practiceor are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement. The operation Except as set forth in Section 2.17 of the properties Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of First Bank any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 2.17(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the business Company Subsidiaries own good and marketable title, free and clear of First Bank all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 2002, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2002 in the manner ordinary course of business, (B) Liens reflected in which they are now operated does not violate any zoning ordinances the Company Balance Sheet or municipal regulations the balance sheet dated June 30, 2003 included in such a way as could, if such ordinances or regulations were enforced, result in any material impairment of the uses of the respective properties for the purposes for which they are now operatedapplicable Company 10-Q, and no covenants, easements, rights-of-way or regulations of record materially impair such uses(C) Liens for current Taxes not yet due and payable.

Tangible Properties. (ia) First Midlothian neither owns nor leases any tangible properties, real and personal. (iiExcept as set forth in Section 3.17(a) SCHEDULE 1(k) describes all tangible properties, real and personal (showing the gross book values, accumulated depreciation and net book values), owned or leased by First Bank as of the date of Parent Disclosure Schedule, the First Midlothian Financial Statements, having an original cost in excess of $25,000 (exclusive of supplies consumable in the ordinary course of business, which need not be scheduled). First Bank has good Parent and indefeasible each Parent Subsidiary owns fee simple title to all material real estate owned by it, or has a valid leasehold interest in each of the leased real properties and owns outright all other assets and properties, whether real, personal at which the Parent or mixed, tangible or intangible, described in SCHEDULE 1(k) or reflected in any Parent Subsidiary conducts operations (the First Midlothian Financial Statements or acquired after said date (other than properties sold, and supplies consumed, by First Bank in the ordinary course of its banking business consistent with its past practice“Parent Properties”), free and clear of all liensany Liens, pledgesand the Parent Properties are not subject to any easements, mortgagesrights of way, security interestscovenants, chargesconditions, burdensrestrictions or other written agreements, encumbrancesLaws affecting building use or occupancy, options and adverse claims or reservations of an interest in title ("Burdens"collectively, “Parent Property Restrictions”), except in each case as for (i) the matters set forth in SCHEDULE 1(kSection 3.17(a) of the Parent Disclosure Schedule, (ii) Parent Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and except for adversely affect the current use of the property, (iii) Liens and Parent Property Restrictions imposed on the fee title of any property leased by the Parent or any of the Parent Subsidiaries, (iv) Liens and Parent Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens for current taxes and other Parent Property Restrictions, if any, which, individually or in the aggregate, are not yet due and payable and such imperfections of titlematerial in amount, covenants and easements as do not materially detract from the value of or materially interfere with the present use of any of the asset or property Parent Properties subject thereto or affected thereby. Since , and do not otherwise materially impair business operations conducted by the date of Parent and the First Midlothian Financial Statements, First Bank has not satisfied Parent Subsidiaries and which have arisen or discharged, or become obligated to satisfy or discharge, any Burden affecting First Bank or any asset of First Bank, except been incurred only in the ordinary course of First Bank's banking business consistent with its past practiceor are set forth in the Parent’s financial statements included in the Parent SEC Reports filed prior to the date of this Agreement. The operation Except as set forth in Section 3.17(a) of the properties Parent Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of First Bank any violation of any Law affecting any portion of any of the Parent Properties has been received by the Parent or any Parent Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Parent Properties; (C) there is no Parent Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Parent is responsible to any Parent Property for which there is no insurance in effect covering the full cost of the restoration. (b) Except as set forth in Section 3.17(b) of the Parent Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00), the Parent and the business Parent Subsidiaries own good and marketable title, free and clear of First Bank all Table of Contents Liens, to all of the personal property and assets shown on the Parent Balance Sheet or acquired after March 31, 2004, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 2003 in the manner ordinary course of business, (B) Liens reflected in which they are now operated does not violate any zoning ordinances the Parent Balance Sheet or municipal regulations the balance sheet dated March 31, 2004 included in such a way as could, if such ordinances or regulations were enforced, result in any material impairment of the uses of the respective properties for the purposes for which they are now operatedapplicable Parent 10-Q, and no covenants, easements, rights-of-way or regulations of record materially impair such uses(C) Liens for current Taxes not yet due and payable.

Tangible Properties. The Companies do not own any real property ("Real Property"). Schedule 4.11 sets forth a complete and accurate list of all (i) First Midlothian neither owns nor Real Property leases any tangible properties("Real Property Leases"), real and personal. (ii) SCHEDULE 1(kall leases of material personal property used in the operation of the business of the Companies, and (iii) describes all tangible properties, material executory contracts to which the Companies are a party for the sale or purchase of real and personal property (showing excluding contracts for the gross book values, accumulated depreciation and net book values), owned purchase or leased by First Bank as sale of the date of the First Midlothian Financial Statements, having an original cost in excess of $25,000 (exclusive of inventory or supplies consumable in the ordinary course of business, which need not be scheduled). First Bank Each of the Companies has good valid, binding and indefeasible fee simple title enforceable in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general, moratorium laws or by general principles of equity) leases with respect to all material any personal or real estate owned property leased by it, has performed all the obligations required to be performed by it under said leases, except where any such failure to perform would not have, individually or in the aggregate, a valid leasehold interest in each Material Adverse Effect, and possesses and quietly enjoys said properties under said leases, and such properties are not subject to any Liens, easements, rights of way, building or use restrictions, exceptions, reservations or limitations, other than Permitted Liens. None of the Companies has received notice of (A) any violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of owned or leased properties and owns outright all other assets and properties, whether real, personal or mixed, tangible or intangible, described in SCHEDULE 1(k) or reflected in the First Midlothian Financial Statements or acquired after said date (other than properties sold, and supplies consumed, by First Bank in the ordinary course of its banking business consistent with its past practice), free and clear of all liens, pledges, mortgages, security interests, charges, burdens, encumbrances, options and adverse claims ("Burdens"), except in each case as set forth in SCHEDULE 1(k) and except for liens for current taxes not yet due and payable and such imperfections of title, covenants and easements as do not materially detract from or interfere with the present use of the asset or property subject thereto or affected thereby. Since the date of the First Midlothian Financial Statements, First Bank has not satisfied or discharged, or become obligated related to satisfy or discharge, any Burden affecting First Bank or any asset of First Bank, except in the ordinary course of First Bank's banking business consistent with its past practice. The operation of the properties of First Bank and the business of First Bank the Companies and none of the Companies has any knowledge of any violation or (B) any pending or threatened condemnation proceedings relating to any of the owned or leased properties included in the manner in which they Business Assets and there are now no such pending or threatened proceedings. The plants, structures, tangible properties and equipment owned, operated does not violate any zoning ordinances or municipal regulations in such a way as could, if such ordinances or regulations were enforced, result in any material impairment leased relating to the business of the uses of the respective properties for the purposes for which they Companies, as currently conducted, are now operatedin good operating condition and repair, ordinary wear and tear excepted, and no covenantsare in conformity with all applicable laws, easementsordinance, rights-of-way orders, regulations and other requirements (including applicable zoning laws and regulations and Environmental Laws (as hereinafter defined)) presently in effect or regulations scheduled to take effect, except where such failure would not have, individually or in the aggregate, a Material Adverse Effect. The Seller has delivered to or made available to the Purchaser or the Purchaser's counsel true and complete copies of record materially impair such usesall leases, agreements, contracts and deeds or other evidence of title to owned or leased property listed on Schedule 4.11 hereof.