Loan Portfolio; Reserves. All evidences of indebtedness reflected as assets in the Financial Statements of Central Jersey were (or will be, as the case may be) as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except (i) as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity and (ii) the allowances for possible loan losses shown on the Financial Statements of Central Jersey were, and the allowance for possible loan losses to be shown on the Financial Statements of Central Jersey as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Central Jersey and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
Loan Portfolio; Reserves. Mortgage Loan Buy-Backs 11 Section 3.5 Certain Loans and Related Matters 12 Section 3.6 Authority; No Violation 13 Section 3.7 Consents and Approvals 13 Section 3.8 Financial Advisors 14 Section 3.9 Absence of Certain Changes or Events 14 Section 3.10 Legal Proceedings; etc. 14 Section 3.11 Taxes and Tax Returns 14 Section 3.12 Employee Benefit Plans 16 Section 3.13 Title and Related Matters 19 Section 3.14 Real Estate 19 Section 3.15 Environmental Matters 20 Section 3.16 Commitments and Contracts 21 Section 3.17 Regulatory and Tax Matters 22 Section 3.18 Registration Obligations 22 Section 3.19 Insurance 22 Section 3.20 Labor 22 Section 3.21 Compliance with Laws 23 Section 3.22 Transactions with Management 23 Section 3.23 Derivative Contracts 24 Section 3.24 Deposits 24 Section 3.25 Accounting Controls 24 Section 3.26 Proxy Materials 24 Section 3.27 Deposit Insurance 24 Section 3.28 Intellectual Property 25 Section 3.29 Antitakeover Provisions 26 Section 3.30 Communications with Shareholders 26 Section 3.31 Claims under Insurance Policies 26 Section 3.32 Fairness Opinion 26 Section 3.33 Securities Portfolio and Investments 26 Section 3.34 Untrue Statements and Omissions 27
Loan Portfolio; Reserves. 12 Section 3.5
Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of North Penn were (or will be, as the case may be) as of such dates in all respects (i) evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records as secured loans, has been secured by valid liens which have been perfected, and (iii) are the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity.
Loan Portfolio; Reserves. All evidences of indebtedness reflected as assets in the Financial Statements of Sterling were (or will be, as the case may be) as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. Except as set forth on Sterling Schedule 3.4, the allowances for possible loan losses shown on the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank as of December 31, 2009 were, and the allowance for possible loan losses to be shown on the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Sterling Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit).
Loan Portfolio; Reserves. Except as set forth in Schedule 3.4, ------------------------- (i) all evidences of indebtedness in original principal amount in excess of $500,000 reflected as assets in the Financial Statements of Community and the Financial Regulatory Reports of Community Bank as of September 30, 2003 were as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity; and (ii) the allowances for possible loan losses shown on the Financial Statements of Community and the Financial Regulatory Reports of Community Bank as of September 30, 2003 were, and the allowance for possible loan losses to be shown on the Financial Statements of Community and the Financial Regulatory Reports of Community Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Community and Community Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit);
Loan Portfolio; Reserves. (i) All evidences of indebtedness in original principal amount in excess of $25,000 reflected as assets in the Financial Statements of Monticello, the Financial Statements of Monticello Bank as of and for the year ended December 31, 2006, and the Financial Regulatory Reports of Monticello Bank as of and for the year ended December 31, 2006 were as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity, (ii) the allowances for loan and lease losses shown on the Financial Statements of Monticello, the Financial Statements of Monticello Bank as of and for the year ended December 31, 2006, and the Financial Regulatory Reports of Monticello Bank as of and for the year ended December 31, 2006 were, and the allowance for loan and lease losses to be shown on the Financial Statements of Monticello, the Financial Statements of Monticello Bank and the Financial Regulatory Reports of Monticello Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest receivable) of Monticello and Monticello Bank and other extensions of credit (including letters of credit or commitments to make loans or extend credit), (iii) the reserve for losses with respect to other real estate owned (“OREO Reserve”) shown on the Financial Statements of Monticello as of and for the year ended December 31, 2006, the Financial Statements of Monticello Bank as of and for the year ended December 31, 2006, and the Financial Regulatory Reports of Monticello Bank as of and for the year ended December 31, 2006 were, and the OREO Reserve to be shown on the Financial Statements of Monticello, the Financial Statements of Monticello Bank and the Financial Regulatory Reports of Monticello Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for losses relating to the other real estate owned portfolio of Monticello and Monticello Bank as of the dates thereof, (iv) the reserve for losses in respect of litigation (“Litigation Reserve”) shown on the Financial Statements of Monticello, the Financial Statements of Monti...
Loan Portfolio; Reserves. (a) All evidences of indebtedness reflected as assets in the Financial Statements of UpState were (or will be, as the case may be) as of such dates in all respects (i) were made for good, adequate, and valuable consideration in the ordinary course of business, (ii) are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (iii) to the extent carried on the books and records as secured loans, have been secured by valid liens which have been perfected, and (iv) are the binding obligations of the respective obligors named therein in accordance with their respective terms, and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity.
Loan Portfolio; Reserves. 10 Section 3.5 Certain Loans and Related Matters.....................................................11 Section 3.6 Authority; No Violation...............................................................11 Section 3.7 Consents and Approvals................................................................12 Section 3.8 Broker's Fees.........................................................................12 Section 3.9 Absence of Certain Changes or Events..................................................12 Section 3.10 Legal Proceedings; Etc................................................................12 Section 3.11
Loan Portfolio; Reserves. Except as set forth in DISCLOSURE SCHEDULE 3.4, (i) all evidences of indebtedness in original principal amount in excess of $10,000 reflected as assets in the Financial Statements of the Bank and the Call Reports of the Bank as of and for the year ended December 31, 1997 and each of the fiscal periods of the Bank ended after December 31, 1997 were as of such dates in all respects the binding obligations of the respective obligors named therein in accordance with their respective terms and were not subject to any defenses, setoffs, or counterclaims, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity; (ii) the allowances for possible loan losses shown on the Financial Statements of the Bank and the Call Reports of the Bank as of and for the year ended December 31, 1997 and each of the fiscal periods of the Bank ended after December 31, 1997 were, and the allowance for possible loan losses to be shown on the Financial Statements of the Bank, the Financial Statements of the Bank and the Call Reports of the Bank as of any date subsequent to the execution of this Agreement will be, as of such dates, adequate to provide for possible losses, net of recoveries relating to loans previously charged off, in respect of loans outstanding (including accrued interest
