Common use of Banking Contracts Clause in Contracts

Banking Contracts. SCHEDULE 8.13 sets forth a complete and correct list, as of the date hereof, of each Contract primarily relating to the Banking Business (other than the Banking Leases, the Assigned Banking Loans and the Master Equipment Leases, which are listed on the schedules hereto), indicating which Contracts would require the consent or approval of any Person in order for BNY or its Subsidiaries to assign such Contract to JPM. To BNY's Knowledge, each party to any Assumed Banking Agreement has performed in all material respects its obligations thereunder to the extent that such obligations to perform have accrued, no party is in default under such Contracts and none of such contracts was entered into outside of the ordinary course of BNY's business. Each such Contract constitutes the legal, valid and binding obligation of BNY or its Subsidiary and, to BNY's Knowledge, the respective third party, and is enforceable in accordance with its terms subject to Permitted Enforceability Exceptions. Except as set forth in SCHEDULE 8.13, no Contract or oral agreement to which BNY or any of its Subsidiaries is a party or by which the Purchased Banking Assets are bound contains any non-competition, non-solicitation or exclusive dealing agreements, or any other agreements or obligations that purports to limit or restrict in any respect (a) the ability of BNY or any of its Subsidiaries or the Banking Business (or, following the Closing, JPM or its Affiliates) to solicit customers or employees or (b) the manner in which, or the localities in which, all or any portion of the Banking Business (or, following the Closing, the business and operations of JPM or its Affiliates) is or could be conducted.

Banking Contracts. SCHEDULE Schedule 8.13 sets forth a complete and correct list, as of the date hereof, of each Contract primarily relating to the Banking Business (other than the Banking Leases, the Assigned Banking Loans and the Master Equipment Leases, which are listed on the schedules hereto), indicating which Contracts would require the consent or approval of any Person in order for BNY or its Subsidiaries to assign such Contract to JPM. To BNY's ’s Knowledge, each party to any Assumed Banking Agreement has performed in all material respects its obligations thereunder to the extent that such obligations to perform have accrued, no party is in default under such Contracts and none of such contracts was entered into outside of the ordinary course of BNY's ’s business. Each such Contract constitutes the legal, valid and binding obligation of BNY or its Subsidiary and, to BNY's ’s Knowledge, the respective third party, and is enforceable in accordance with its terms subject to Permitted Enforceability Exceptions. Except as set forth in SCHEDULE Schedule 8.13, no Contract or oral agreement to which BNY or any of its Subsidiaries is a party or by which the Purchased Banking Assets are bound contains any non-competition, non-solicitation or exclusive dealing agreements, or any other agreements or obligations that purports to limit or restrict in any respect (a) the ability of BNY or any of its Subsidiaries or the Banking Business (or, following the Closing, JPM or its Affiliates) to solicit customers or employees or (b) the manner in which, or the localities in which, all or any portion of the Banking Business (or, following the Closing, the business and operations of JPM or its Affiliates) is or could be conducted.

Banking Contracts. SCHEDULE Schedule 8.13 sets forth a complete and correct list, as of the date hereof, of each Contract primarily relating to the Banking Business (other than the Banking Leases, the Assigned Banking Loans and the Master Equipment Leases, which are listed on the schedules hereto), indicating which Contracts would require the consent or approval of any Person in order for BNY or its Subsidiaries to assign such Contract to JPM. To BNY's Knowledge, each party to any Assumed Banking Agreement has performed in all material respects its obligations thereunder to the extent that such obligations to perform have accrued, no party is in default under such Contracts and none of such contracts was entered into outside of the ordinary course of BNY's business. Each such Contract constitutes the legal, valid and binding obligation of BNY or its Subsidiary and, to BNY's Knowledge, the respective third party, and is enforceable in accordance with its terms subject to Permitted Enforceability Exceptions. Except as set forth in SCHEDULE Schedule 8.13, no Contract or oral agreement to which BNY or any of its Subsidiaries is a party or by which the Purchased Banking Assets are bound contains any non-competition, non-solicitation or exclusive dealing agreements, or any other agreements or obligations that purports to limit or restrict in any respect (a) the ability of BNY or any of its Subsidiaries or the Banking Business (or, following the Closing, JPM or its Affiliates) to solicit customers or employees or (b) the manner in which, or the localities in which, all or any portion of the Banking Business (or, following the Closing, the business and operations of JPM or its Affiliates) is or could be conducted.