Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) All real and personal property owned by NCSB or presently used by it in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB in the ordinary course of business consistent with its past practices. NCSB has good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSB's consolidated statement of financial condition as of March 31, 1997, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or financial condition of NCSB, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB as lessee has the right under valid and subsisting leases to occupy, use, possess and control all property leased by it in all material respects as presently occupied, used, possessed and controlled by NCSB and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. NCSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which NCSB acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real Valley and personal property owned by NCSB or presently used by it in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB in the ordinary course of business consistent with its past practices. NCSB has Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSB's Valley’s consolidated statement of financial condition balance sheet as of March 31September 30, 19972004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31September 30, 19972004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition such balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or assets, and financial condition of NCSB, Valley and its Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections which are noted in the most recent title reports prior with respect to the date hereofsuch property. NCSB Valley and its Subsidiaries as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB them. (b) The business operations and all insurable properties and assets of Valley and its Subsidiaries are insured for their benefit against all risks which, in the consummation reasonable judgment of the transactions contemplated hereby management of Valley should be insured against, in each case under valid, binding and enforceable policies or bonds, with such deductibles and against such risks and losses as are in the opinion of the management of Valley adequate for the business engaged in by Valley and its Subsidiaries. As of the Agreement date hereof, neither Valley nor any of Merger will not affect its Subsidiaries has received any notice of cancellation or notice of a material amendment of any such rightinsurance policy or bond or is in default under such policy or bond, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. NCSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which NCSB acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same4.16.

Properties and Insurance. (a) All real and personal property owned by NCSB FSB or either of the Subsidiaries or presently used by it them in its business their respective businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB FSB and the Subsidiaries in the ordinary course of business consistent with its their past practices. NCSB has FSB and each of the Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBFSB's consolidated statement of financial condition balance sheet as of March 31, 19971999, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 19971999), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or financial condition of NCSBFSB and the Subsidiaries taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB FSB and the Subsidiaries as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB FSB and the Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would materially adversely affect the business, operations, assets or financial condition of FSB and the Subsidiaries taken as a whole. NCSB FSB Disclosure Schedule 2.14(a2.13(a) sets forth an accurate listing of each lease pursuant to which NCSB acts FSB or the Subsidiaries act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real 4.10.1. The Acquiror and personal property owned by NCSB or presently used by it in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB in the ordinary course of business consistent with its past practices. NCSB has Acquiror Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBthe Acquiror's consolidated statement of financial condition (as set forth in the Acquiror Disclosure Schedule) as of March 31, 1997the Acquiror Statement of Condition Date, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 1997the Acquiror Statement of Condition Date), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been that secure liabilities incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or and financial condition of NCSB, the Acquiror and the Acquiror Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to the Company prior to the date hereofhereof or to be delivered during the Delivery Period. NCSB The Acquiror and the Acquiror Subsidiaries as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by it the Acquiror and the Acquiror Subsidiaries in all material respects as presently occupied, used, possessed and controlled by NCSB the Acquiror and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. NCSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which NCSB acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the sameAcquiror Subsidiaries.

Properties and Insurance. (a) All real and personal property owned by NCSB or presently used by it in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB Except as disclosed in the ordinary course of business consistent with its past practices. NCSB has good Company Financial Statements or in Company Disclosure Schedule 3.13(a), the Company or the Subsidiaries (as applicable) have all necessary right, title and interest in and to and, as to owned real property, marketable title to to, all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSB's consolidated statement of financial condition the Company Financial Statements as of March 31, 1997, the Company Balance Sheet Date or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 1997such date), subject to no encumbrances, liens, mortgages, security interests or pledges, Liens except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, ; (iiiii) such encumbrances, liens, mortgages, security interests, pledges Liens and title imperfections that are do not in the aggregate material to have a Material Adverse Effect on the businessCompany; (iii) statutory liens securing the claims or demands of materialmen, operationsmechanics, assets or financial condition of NCSBcarriers, warehousemen, landlords, and other like persons for labor, materials, supplies, or rentals, if any; (iv) Liens resulting from deposits made in connection with workers’ compensation, unemployment insurance, social security and like laws; and (v) Liens of banks and financial institutions with respect to owned real propertyfunds on deposit therewith or other property in possession thereof. Except as set forth in Company Disclosure Schedule 3.13(a), title imperfections noted all of the tangible personal property of the Company is in title reports prior to the date hereofpossession and under the control of the Company. NCSB The Company and the Subsidiaries, as lessee has lessee, have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by it in all material respects the Company and the Subsidiaries as presently currently occupied, used, possessed and controlled by NCSB the Company and the consummation Subsidiaries or necessary in the operation of the transactions contemplated hereby and its or their business as currently conducted. Company Disclosure Schedule 3.13(a) lists all real property owned by the Agreement of Merger will not affect any such right. NCSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to Company and all real property leased or occupied by the Company or the Subsidiaries in connection with which NCSB acts as lessor the Company pays $1,000 or lessee, including the expiration date and the terms of any renewal options which relate to the samemore per month for its leasehold or license interest.

Properties and Insurance. (a) All real and personal property owned by NCSB PHSB or any of the PHSB Subsidiaries or presently used by it any of them in its their respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB PHSB and the PHSB Subsidiaries in the ordinary course of business consistent with its their past practices. NCSB has PHSB and the PHSB Subsidiaries have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBPHSB's consolidated statement of financial condition balance sheet as of March 31, 19972004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31, 19972004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of NCSBPHSB and the PHSB Subsidiaries taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB PHSB and the PHSB Subsidiaries as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB PHSB and the PHSB Subsidiaries and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a manner that would have a Material Adverse Effect. NCSB PHSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which NCSB PHSB or any of the PHSB Subsidiaries acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real and personal property owned by NCSB the Company or the Bank or presently used by it them in its business their respective businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB the Company and the Bank in the ordinary course of business consistent with its their past practices. NCSB has The Company and the Bank have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBthe Company's consolidated statement of financial condition balance sheet as of March 31June 30, 19972003, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31June 30, 19972003), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of NCSBthe Company and the Bank taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB The Company and the Bank as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB the Company and the Bank and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would have a Material Adverse Effect. NCSB Company Disclosure Schedule 2.14(a2.13(a) sets forth an accurate listing of each lease pursuant to which NCSB acts the Company or the Bank act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the samesame ("Leased Properties").

Properties and Insurance. (a) All real and personal property owned by NCSB DFFN or the Association or presently used by it them in its business their respective businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB DFFN and the Association in the ordinary course of business consistent with its their past practices. NCSB has DFFN and the Association have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBDFFN's consolidated statement of financial condition as of March 31September 30, 19971998, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31September 30, 19971998), subject to no encumbrances, liens, mortgages, security DFFN interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial condition, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security DFFN interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets or financial condition of NCSBDFFN and the Association taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB DFFN and the Association as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB DFFN and the Association and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such right. NCSB DFFN Disclosure Schedule 2.14(a2.13(a) sets forth an accurate listing of each lease pursuant to which NCSB acts DFFN or the Association act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real and personal property owned by NCSB PFS or the Association or presently used by it them in its business their respective businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB PFS and the Association in the ordinary course of business consistent with its their past practices. NCSB has PFS and the Association have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSB's PFS’s consolidated statement of financial condition balance sheet as of March December 31, 19972004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March December 31, 19972004), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of NCSBPFS and the Association taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB PFS and the Association as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB PFS and the Association and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would have a Material Adverse Effect. NCSB PFS Disclosure Schedule 2.14(a2.13(a) sets forth an accurate listing of each lease pursuant to which NCSB acts PFS or the Association act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real and personal property owned by NCSB KBI or Kenwood Savings or presently used by it them in its business their respective businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB KBI and Kenwood Savings in the ordinary course of business consistent with its their past practices. NCSB has KBI and Kenwood Savings have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBKBI's consolidated statement of financial condition balance sheet as of March 31June 30, 19972001, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31June 30, 19972001), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of NCSBKBI and Kenwood Savings taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB KBI and Kenwood Savings as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB KBI and Kenwood Savings and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would have a Material Adverse Effect. NCSB KBI Disclosure Schedule 2.14(a2.13(a) sets forth an accurate listing of each lease pursuant to which NCSB acts KBI or Kenwood Savings act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real and personal property owned by NCSB ASC or American or presently used by it them in its business their respective businesses is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB ASC and American in the ordinary course of business consistent with its their past practices. NCSB has ASC and American have good and, as to owned real property, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSBASC's consolidated statement of financial condition balance sheet as of March 31September 30, 19972004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March 31September 30, 19972004), subject to no encumbrances, liens, mortgages, security securities interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts current taxes not yet delinquent or which are being contested in good faithdue, (iii) such encumbrances, liens, mortgages, security securities interests, pledges and title imperfections that are not in the aggregate material to the business, results of operations, assets or financial condition of NCSBASC and American taken as a whole, and (iv) with respect to owned real property, title imperfections noted in title reports prior to the date hereof. NCSB ASC and American as lessee has lessees have the right under valid and subsisting leases to occupy, use, possess and control all property leased by it them in all material respects as presently occupied, used, possessed and controlled by NCSB ASC and American and the consummation of the transactions contemplated hereby and by the Agreement of Merger will not affect any such rightright in a way that would have a Material Adverse Effect. NCSB ASC Disclosure Schedule 2.14(a2.13(a) sets forth an accurate listing of each lease pursuant to which NCSB acts ASC or American act as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.

Properties and Insurance. (a) All real NorCrown and personal property owned by NCSB or presently used by it in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on the business of NCSB in the ordinary course of business consistent with its past practices. NCSB has Subsidiaries have good and, as to owned real property, if any, marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in NCSB's NorCrown’s consolidated statement of financial condition balance sheet as of March December 31, 19972003, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since March December 31, 19972003), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said consolidated statement of financial condition such balance sheet or the notes thereto or have been incurred in the ordinary course of business after the date of such consolidated statement of financial conditionbalance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are do not in the aggregate material to the business, operations, assets or financial condition of NCSB, have a Material Adverse Effect on NorCrown and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to Valley prior to the date hereof. NCSB NorCrown and its Subsidiaries, as lessee lessee, has the right under valid and subsisting leases to occupy, use, possess and control control, in all material respects, all real property leased by it in all material respects it, as presently occupied, used, possessed and controlled by NCSB it. (b) The NorCrown Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of NorCrown and its Subsidiaries showing the consummation scope and amount of coverage and deductibles relating thereto. Except as set forth in the NorCrown Disclosure Schedule, as of the transactions contemplated hereby and by the Agreement date hereof, NorCrown has not, since January 1, 1999, received any notice of Merger will not affect cancellation or notice of a material amendment of any such rightinsurance policy or bond and it is not in default in any material respect under such policy or bond, and, to NorCrown’s knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion. NCSB Disclosure Schedule 2.14(a) sets forth an accurate listing of each lease pursuant to which NCSB acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same.17