Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) Except as set forth in the IBSF Disclosure Schedule, IBSF or a IBSF Subsidiary 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 IBSF's consolidated balance sheet as of December 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance 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, and financial condition of IBSF and the IBSF Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to HUBCO prior to the date hereof. Except as affected by the transactions contemplated hereby, IBSF or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by IBSF and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by IBSF and its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ibs Financial Corp), Agreement and Plan of Merger (Hubco Inc)

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Properties and Insurance. (a) Except as set forth in the IBSF JBI Disclosure Schedule, IBSF JBI or a IBSF JBI Subsidiary 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 IBSFJBI's consolidated balance sheet as of December 31, 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 December 31, 19971998), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance 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, and financial condition of IBSF JBI and the IBSF JBI Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to HUBCO HUB prior to the date hereof. Except as affected by the transactions contemplated hereby, IBSF JBI or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by IBSF JBI and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by IBSF JBI and its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hudson United Bancorp)

Properties and Insurance. (a) Except as set forth in the IBSF DFC Disclosure Schedule, IBSF DFC or a IBSF DFC Subsidiary 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 IBSFDFC's consolidated balance sheet as of December 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance 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, and financial condition of IBSF DFC and the IBSF DFC Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to HUBCO prior to the date hereof. Except as affected by the transactions contemplated hereby, IBSF DFC or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by IBSF DFC and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by IBSF DFC and its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hubco Inc)

Properties and Insurance. (a) Except as set forth in 3.12.1. The Company and the IBSF Disclosure Schedule, IBSF or a IBSF Subsidiary has Company 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 IBSFthe Company's consolidated balance sheet (as set forth in the Company Disclosure Schedule) as of December 31, 1997the Company 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 December 31, 1997the Company 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 balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such consolidated balance 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, assets and financial condition of IBSF the Company and the IBSF Company Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to HUBCO the Acquiror prior to the date hereofhereof or to be delivered during the Delivery Period. Except as affected by The Company and the transactions contemplated hereby, IBSF or one or more of its Company Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by IBSF the Company and such the Company Subsidiaries in all material respects as presently occupied, used, possessed and controlled by IBSF the Company and its the Company Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)

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Properties and Insurance. (a) Except as set forth in the IBSF Disclosure ScheduleDFC DISCLOSURE SCHEDULE, IBSF DFC or a IBSF DFC Subsidiary 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 IBSFDFC's consolidated balance sheet as of December 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 December 31, 1997), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance 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, and financial condition of IBSF DFC and the IBSF DFC Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to HUBCO prior to the date hereof. Except as affected by the transactions contemplated hereby, IBSF DFC or one or more of its Subsidiaries as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by IBSF DFC and such Subsidiaries in all material respects as presently occupied, used, possessed and controlled by IBSF DFC and its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dime Financial Corp /Ct/)

Properties and Insurance. (a) Except as set forth in the IBSF SJBDI Disclosure Schedule, IBSF SJBDI or a IBSF SJBDI Subsidiary 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 IBSFSJBDI's consolidated balance sheet as of December 31, 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 December 31, 19971998 either (A) to third parties in arms' length transactions or (B) to insiders or to directors or officers of SJBDI pursuant to the approval of the board of directors of SJBDI and for fair value), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in said balance sheet or the notes thereto or that secure liabilities incurred in the ordinary course of business after the date of such balance 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, and financial condition of IBSF SJBDI and the IBSF SJBDI Subsidiaries taken as a whole and (iv) with respect to owned real property, title imperfections noted in title reports delivered to HUBCO HUB prior to the date hereof. Except as affected by the transactions contemplated hereby, IBSF SJBDI or one or more of its Subsidiaries a SJBDI Subsidiary as lessees have the right under valid and subsisting leases to occupy, use, possess and control all real property leased by IBSF SJBDI and such SJBDI Subsidiaries in all material respects as presently occupied, used, possessed and controlled by IBSF SJBDI and its SJBDI Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hudson United Bancorp)

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