Common use of Deposit Liabilities Clause in Contracts

Deposit Liabilities. Assume and thereafter discharge, pay -------------------- in full and perform all of SELLER's obligations and duties relating to the "Deposit Liabilities" (as hereinafter defined). The term "DEPOSIT LIABILITIES" is defined herein as all of SELLER's obligations, duties and liabilities of every type and character relating to all deposit accounts (including accrued but unpaid or uncredited interest thereon and uncollected funds related thereto) which, as reflected on the books of SELLER as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (the "DEPOSIT ACCOUNTS") include, without limitation, club, statement savings, passbook savings, checking, Money Market and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder's objection or failure to accept BUYER as successor custodian ("IRA'S") and certificates of deposit. Deposit Accounts shall not include (i) deposit accounts maintained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and (iii) the deposits listed on SCHEDULE Q to this ---------- Agreement. The obligations, duties and liabilities to be assumed by BUYER relating to the Deposit Accounts include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date, including, without limitation, IRS Forms 1098 and 1099 and other informational tax reports and reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest paid after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.

Deposit Liabilities. Assume and thereafter dischargeExcept as otherwise provided in this Section 1.02(a), pay -------------------- in full and perform all of SELLER's obligations and duties relating to the "Deposit Liabilities" (as hereinafter defined). The term "DEPOSIT LIABILITIES" is defined herein as all of SELLER's obligations, duties and liabilities of every type and character relating to all deposit accounts (including accrued but unpaid or uncredited interest thereon and uncollected funds related thereto) whichliabilities maintained at the Branch, in accordance with the terms of the agreements pertaining to such deposits, as reflected shown on the books and records of SELLER Seller as of the close of business on the Closing Date, are attributable but prior to the Offices. The deposit accounts referred transfer of any deposits to in the immediately preceding sentence (the "DEPOSIT ACCOUNTS") includerepurchase agreements, without limitation, club, statement savings, passbook savings, checking, Money Market and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before including accrued but unpaid interest thereon through the Closing Date, except as provided in Section 2.03(c) hereof and subject to the written advice last sentence of this Section 1.02(a) (the “Deposits” or “Deposit Liabilities”), which such Deposit Liabilities as they existed on October 1, 2015, are identified on Schedule E hereto. As used herein, the term “Deposit Liabilities” shall include all of the deposit products offered by Seller from the account holder of such account holder's objection or failure to accept BUYER as successor custodian ("IRA'S") and certificates of deposit. Deposit Accounts shall not include (i) deposit accounts maintained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and (iii) the deposits listed on SCHEDULE Q to this ---------- Agreement. The obligations, duties and liabilities to be assumed by BUYER relating to the Deposit Accounts include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing DateBranch, including, without limitation, IRS Forms 1098 all savings accounts, NOW accounts, passbook accounts, statement accounts, checking accounts, money market accounts, “sweep” accounts and 1099 related repurchase agreements and other informational tax reports certificates of deposit, whether represented by collected or uncollected funds, as reflected in Seller’s Records. Notwithstanding the foregoing, the parties agree that the terms “Deposits” and reports relating to “Deposit Liabilities” shall not include any: (i) certificates of deposit maturing in 2020-2022; (ii) deposits related to, held on account for, or which are health savings accounts; or (iii) deposits that as of the Deposit Accounts to be filed and provided after close of business on the Closing Date relating should have been paid by Seller to interest paid after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee unclaimed property department of any governmental entity under applicable escheat or custodial arrangement in connection therewithunclaimed property laws.

Deposit Liabilities. Assume and thereafter dischargeAll deposit liabilities maintained at the Branch Offices, pay -------------------- in full and perform all accordance with the terms of SELLER's obligations and duties relating the agreements pertaining to the "Deposit Liabilities" (as hereinafter defined). The term "DEPOSIT LIABILITIES" is defined herein as all of SELLER's obligations, duties and liabilities of every type and character relating to all deposit accounts (including accrued but unpaid or uncredited interest thereon and uncollected funds related thereto) whichsuch deposits, as reflected shown on the books and records of SELLER Seller as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (the "DEPOSIT ACCOUNTS") include, without limitation, club, statement savings, passbook savings, checking, Money Market and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before including accrued but unpaid interest thereon through the Closing Date, except (i) for deposit liabilities that represent loan escrow accounts or (ii) as provided in this subsection and in Section 2.3(c) hereof (the written advice “Deposits” or “Deposit Liabilities”), other than any Pre-Closing Event Liability related to or in respect of such Deposits. The Deposit Liabilities as they existed on April 30, 2010 are identified on Schedule 1.2(a)(i). As soon as practicable after the date of execution of this Agreement, Seller will provide Buyer with a listing of the deposits of the Branch Offices, sorted by postal zip code, and, based on this listing, and any other information available, Buyer and Seller will use Commercially Reasonable Efforts to determine jointly any customers who are assigned in Seller’s records to a Branch Office but who appear to be using one of Seller’s other branch offices and such customers’ deposits will be deemed to be included on Schedule 1.2(a)(ii) for all purposes of this Agreement; provided, however that such joint determination will be completed no less than ten days prior to the Measurement Date. As used herein, the term “Deposit Liabilities” shall include all of the deposit accounts evidencing deposit products offered by Seller from the account holder of such account holder's objection or failure to accept BUYER as successor custodian ("IRA'S") Branch Offices, including savings accounts, statement accounts, checking accounts, money market accounts, and certificates of deposit. ; provided, however, that there shall be excluded from the term “Deposit Accounts shall not include (iLiabilities” the Deposits identified on Schedule 1.2(a)(ii) deposit accounts maintained with all of such excluded deposits being retained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and (iii) the deposits listed on SCHEDULE Q to this ---------- Agreement. The obligations, duties and liabilities to be assumed by BUYER relating to the Deposit Accounts include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date, including, without limitation, IRS Forms 1098 and 1099 and other informational tax reports and reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest paid after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewithSeller.”

Deposit Liabilities. Assume and thereafter dischargeAll deposit liabilities maintained at the Branch Offices, pay -------------------- in full and perform all accordance with the terms of SELLER's obligations and duties relating the agreements pertaining to the "Deposit Liabilities" (as hereinafter defined). The term "DEPOSIT LIABILITIES" is defined herein as all of SELLER's obligations, duties and liabilities of every type and character relating to all deposit accounts (including accrued but unpaid or uncredited interest thereon and uncollected funds related thereto) whichsuch deposits, as reflected shown on the books and records of SELLER Seller as of the close of business on the Closing Date, are attributable to the Offices. The deposit accounts referred to in the immediately preceding sentence (the "DEPOSIT ACCOUNTS") include, without limitation, club, statement savings, passbook savings, checking, Money Market and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before including accrued but unpaid interest thereon through the Closing Date, except for deposit liabilities that are (i) overdrawn, (ii) represent loan escrow accounts or (iii) as provided in this subsection and in Section 2.3(c) hereof (the written advice “Deposits” or “Deposit Liabilities”), other than any Pre-Closing Event Liability related to or in respect of such Deposits. The Deposit Liabilities as they existed on April 30, 2010 are identified on Schedule 1.2(a)(i). As soon as practicable after the date of execution of this Agreement, Seller will provide Buyer with a listing of the deposits of the Branch Offices, sorted by postal zip code, and, based on this listing, and any other information available, Buyer and Seller will use Commercially Reasonable Efforts to determine jointly any customers who are assigned in Seller’s records to a Branch Office but who appear to be using one of Seller’s other branch offices and such customers’ deposits will be deemed to be included on Schedule 1.2(a)(ii) for all purposes of this Agreement; provided, however that such joint determination will be completed no less than ten days prior to the Measurement Date. As used herein, the term “Deposit Liabilities” shall include all of the deposit accounts evidencing deposit products offered by Seller from the account holder of such account holder's objection or failure to accept BUYER as successor custodian ("IRA'S") Branch Offices, including savings accounts, statement accounts, checking accounts, money market accounts, and certificates of deposit. ; provided, however, that there shall be excluded from the term “Deposit Accounts shall not include (iLiabilities” the Deposits identified on Schedule 1.2(a)(ii) deposit accounts maintained with all of such excluded deposits being retained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and (iii) the deposits listed on SCHEDULE Q to this ---------- Agreement. The obligations, duties and liabilities to be assumed by BUYER relating to the Deposit Accounts include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date, including, without limitation, IRS Forms 1098 and 1099 and other informational tax reports and reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest paid after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewithSeller.

Deposit Liabilities. Assume and thereafter discharge, pay -------------------- in full and perform all of SELLERFNB's obligations and duties relating to the Deposit Liabilities (as defined below) attributable to the Office as of the close of business on the Closing Date. The term "Deposit Liabilities" (as hereinafter defined). The term "DEPOSIT LIABILITIES" is defined herein as means all of SELLERFNB's obligations, duties and liabilities of every type and character relating to all deposit accounts Deposit Accounts (including accrued but unpaid or uncredited interest thereon and uncollected funds related theretoas defined below) which, as reflected on attributable to the books of SELLER Office as of the close of business on the Closing Date, other than (i) KXXXX accounts, (ii) deposit accounts securing any loan of FNB which is not an Office Loan, for which BUYER assumes no liability, (iii) deposits of FNB’s employees who are attributable to not Transferred Employees (as defined below), and (iv) deposits of current directors of FNB and its affiliates (collectively (i)-(iv), the Offices“Excluded Deposit Accounts”). The deposit accounts (other than the Excluded Deposit Accounts) referred to in the immediately preceding sentence sentence, as set forth in Exhibit 1.3(b) attached hereto and incorporated herein by reference (collectively, the "DEPOSIT ACCOUNTSDeposit Accounts") ), include, without limitation, clubpassbook, statement savings, passbook savings, checking, Money Market money market and NOW negotiable order of withdrawal accounts, Individual Retirement Accounts certificates of deposit and individual retirement accounts ("IRAs") for which SELLER FNB has not received, on or before the Closing Date, the written advice from the account holder of such account holder's objection or failure to accept BUYER as successor custodian ("IRA'S") and certificates of deposit. Deposit Accounts shall not include (i) deposit accounts maintained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and (iii) the deposits listed on SCHEDULE Q to this ---------- Agreementsuccessor. The "obligations, duties and liabilities liabilities" referred to be assumed by BUYER relating to in the definition of Deposit Accounts Liabilities include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms (including the accrual and payment of interest after the Closing Date), and the duty to supply all applicable reporting forms for periods following the Closing Date, Date including, without limitation, IRS Forms 1098 and Form 1099 and other informational tax reports and reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest paid accrued on and after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewith.;

Deposit Liabilities. Assume and thereafter dischargeAll deposit liabilities maintained at the Branch Office, pay -------------------- in full and perform all accordance with the terms of SELLER's obligations and duties relating the agreements pertaining to the "Deposit Liabilities" (as hereinafter defined). The term "DEPOSIT LIABILITIES" is defined herein as all of SELLER's obligations, duties and liabilities of every type and character relating to all deposit accounts (including accrued but unpaid or uncredited interest thereon and uncollected funds related thereto) whichsuch deposits, as reflected shown on the books and records of SELLER Seller as of the close of business on the Closing Date, are attributable to including accrued but unpaid interest thereon through the Offices. The deposit accounts referred to in the immediately preceding sentence (the "DEPOSIT ACCOUNTS") include, without limitation, club, statement savings, passbook savings, checking, Money Market and NOW accounts, Individual Retirement Accounts for which SELLER has not received, on or before Sunday following the Closing Date, the written advice from the account holder including those deposits subject to overdrafts as of such account holder's objection or failure to accept BUYER as successor custodian ("IRA'S") and certificates of deposit. Deposit Accounts shall not include (i) deposit accounts maintained by affiliates of SELLER, (ii) deposit accounts that, by law or contract, cannot either be transferred by SELLER or assumed by BUYER, and (iii) the deposits listed on SCHEDULE Q to this ---------- Agreement. The obligations, duties and liabilities to be assumed by BUYER relating to the Deposit Accounts include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms and the duty to supply all applicable reporting forms for periods following the Closing Date, except as provided in this subsection and in Section 2.03(c) hereof (the “Deposit Liabilities”). The deposits of Seller that would have constituted Deposit Liabilities on June 30, 2006 are listed and identified on Schedule A hereto. As soon as practicable after execution of this Agreement, Seller will provide Buyer with a current listing of the deposits of the Branch Office, sorted by postal zip code. Based on this listing and any other information available, Buyer and Seller will jointly determine any customers who are assigned in Seller’s records to the Branch Office (“Branch Customers”) but who appear to be utilizing Seller’s other office as their primary banking service provider, and Seller will reassign such customers to the appropriate office. As used herein, the term “Deposit Liabilities” shall include all of the deposit accounts evidencing deposit products offered by Seller from the Branch Office, including, without limitation, IRS Forms 1098 savings accounts, statement accounts, checking accounts, money market accounts, and 1099 certificates of deposit; provided, however, that there shall be excluded from the term “Deposit Liabilities” those deposits (i) that are “brokered deposits” as such term is defined in 12 C. F. R. §337.6, (ii) of customers who are reassigned to another branch office of Seller as described above, (iii) which may not be lawfully transferred, and other informational tax reports and reports relating (iv) which relate to the Deposit Accounts to overdraft loans not purchased by Buyer. All of such excluded deposits shall be filed and provided after the Closing Date relating to interest paid after the Closing Date. With regard to each IXX included within the Deposit Accounts, BUYER shall also assume the appropriate plan pertaining thereto and the trustee or custodial arrangement in connection therewithretained by Seller.