DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 6 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 6 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 4 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 3 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 ~~Obligations Supplemental 39~~ 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 3 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 27 Preservation of Records 28 Access to Records; Copies 28 ~~BID; INITIAL PAYMENT~~ FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 36 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement Whole Bank

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of ~~Records~~ Records. 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma ~~Statement~~ Statement. 29 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 29 Payments 30 ~~Interest~~ Interest. 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and ~~Liabilities~~ Liabilities. 32 Information 33 32 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to ~~Indemnification~~ Indemnification. 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 28 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 ~~Obligations Supplemental 39~~ 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 27 Preservation of Records 28 Access to Records; Copies 28 ~~BID; INITIAL PAYMENT~~ FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 2 contracts

Samples: Purchase and Assumption Agreement Whole Bank, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement Whole Bank

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 28 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 36 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 37 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 Criminal Claims 39 12.7 Limited Guaranty of the Corporation 39 12.8 Subrogation 40 ARTICLE XIII MISCELLANEOUS 40 13.1 Entire Agreement 40 13.2 Headings 40 13.3 Counterparts 40 13.4 Governing Law 40 13.5 Successors 40 13.6 Modification; Assignment 41 13.7 Notice 41 13.8 Manner of Payment 41 13.9 Costs, Fees and Expenses 41 13.10 Waiver 42 13.11 ~~13.12~~Severability 42 13.12 Term of Agreement 42 13.13 Survival of Covenants, Etc. 42 SCHEDULES 2.1(a) Excluded Deposit Liability Accounts 44

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 22 5.1 Payment of Checks, Drafts and Orders 26 22 5.2 Certain Agreements Related to Deposits 26 22 5.3 Notice to Depositors 27 23 ARTICLE VI RECORDS 27 23 6.1 Transfer of ~~Records 27~~ Records. 23 6.2 Delivery of Assigned Records 28 24 6.3 Preservation of Records 28 24 6.4 Access to Records; Copies ~~28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30~~ 24 ARTICLE VII BID AMOUNT 24 ARTICLE VIII PROFORMA 25 ARTICLE IX CONTINUING COOPERATION 31 25 9.1 General Matters 31 25 9.2 Additional Title Documents 31 25 9.3 Claims and Suits 31 25 9.4 Payment of Deposits 31 26 9.5 Withheld Payments 32 26 9.6 Proceedings with Respect to Certain Assets and ~~Liabilities 32~~ Liabilities. 26 9.7 Information 33 27 ARTICLE X CONDITION PRECEDENT 33 27 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 27 ARTICLE XII INDEMNIFICATION 34 28 12.1 Indemnification of Indemnitees 34 28 12.2 Conditions Precedent to ~~Indemnification 37~~ Indemnification. 31 12.3 No Additional Warranty 38 32 12.4 Indemnification of Corporation and Receiver 38 32 12.5 Obligations Supplemental 39 32 12.6 Criminal Claims 33 12.7 Limited Guaranty of the Corporation 33 12.8 Subrogation 33 ARTICLE XIII MISCELLANEOUS 33 13.1 Entire Agreement 33 13.2 Headings 33 13.3 Counterparts 33 13.4 Governing Law 34 13.5 Successors 34 13.6 Modification; Assignment 34 13.7 Notice 34 13.8 Manner of Payment 35 13.9 Costs, Fees and Expenses 35 13.10 Waiver 35 13.11 ~~13.12~~Severability 35 13.12 Term of Agreement 35 13.13 Survival of Covenants, Etc. 36

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 24 Payment of Checks, Drafts and Orders 26 24 Certain Agreements Related to Deposits 26 24 Notice to Depositors 27 24 RECORDS 27 24 Transfer of Records 27 24 Delivery of Assigned Records 28 25 Preservation of Records 28 25 Access to Records; Copies ~~28 BID; INITIAL PAYMENT~~ 25 FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 26 Pro Forma Statement 29 26 Correction of Errors and Omissions; Other Liabilities Payments 30 27 Interest 30 27 Subsequent Adjustments 30 27 CONTINUING COOPERATION 31 28 General Matters 31 28 Additional Title Documents 31 28 Claims and Suits 31 28 Payment of Deposits 31 28 Withheld Payments 32 29 Proceedings with Respect to Certain Assets and Liabilities 32 29 Information 33 30 CONDITION PRECEDENT 33 30 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 30 INDEMNIFICATION 34 31 Indemnification of Indemnitees 34 31 Conditions Precedent to Indemnification 37 34 No Additional Warranty 38 35 Indemnification of Corporation and Receiver 38 35 Obligations Supplemental 39 36 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 40 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 28 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities 29 Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 39 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 40 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 29 Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 28 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Receiver and Corporation ~~and Receiver~~ 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 23 Payment of Checks, Drafts and Orders 26 23 Certain Agreements Related to Deposits 26 23 Notice to Depositors 27 23 RECORDS 27 24 Transfer of Records 27 24 Delivery of Assigned Records 28 24 Preservation of Records 28 24 Access to Records; Copies 28 24 BID; INITIAL PAYMENT 26 25 ADJUSTMENTS 29 25 Pro Forma Statement 29 25 Correction of Errors and Omissions; Other Liabilities Payments 30 26 Interest 30 26 Subsequent Adjustments 30 26 CONTINUING COOPERATION 31 27 General Matters 31 27 Additional Title Documents 31 27 Claims and Suits 31 27 Payment of Deposits 31 27 Withheld Payments 32 28 Proceedings with Respect to Certain Assets and Liabilities 32 28 Information 33 29 CONDITION PRECEDENT 33 29 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 BANK 29 ARTICLE XII 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 30 Payment of Checks, Drafts and Orders 26 30 Certain Agreements Related to Deposits 26 30 Notice to Depositors 27 30 RECORDS 27 31 Transfer of Records 27 31 Delivery of Assigned Records 28 31 Preservation of Records 28 32 Access to Records; Copies ~~28 BID; INITIAL PAYMENT~~ 32 FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 33 Pro Forma Statement 29 33 Correction of Errors and Omissions; Other Liabilities Payments 30 33 Interest 30 34 Subsequent Adjustments 30 34 CONTINUING COOPERATION 31 34 General Matters 31 34 Additional Title Documents 31 34 Claims and Suits 31 34 Payment of Deposits 31 35 Withheld Payments 32 35 Proceedings with Respect to Certain Assets and Liabilities 32 35 Information 33 36 CONDITION PRECEDENT 33 36 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 36 INDEMNIFICATION 34 38 Indemnification of Indemnitees 34 38 Conditions Precedent to Indemnification 37 41 No Additional Warranty 38 41 Indemnification of Corporation and Receiver 38 42 Obligations Supplemental 39 42 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 5.1 Payment of Checks, Drafts and Orders 26 27 5.2 Certain Agreements Related to Deposits 26 27 5.3 Notice to Depositors 27 28 ARTICLE VI RECORDS 27 28 6.1 Transfer of Records 27 28 6.2 Delivery of Assigned Records 28 6.3 Preservation of Records 28 6.4 Access to Records; Copies 28 29 ARTICLE VII BID; INITIAL PAYMENT 26 29 ARTICLE VIII ADJUSTMENTS 29 8.1 Pro Forma Statement 29 8.2 Correction of Errors and Omissions; Other Liabilities 30 8.3 Payments 30 8.4 Interest 30 8.5 Subsequent Adjustments 30 ARTICLE IX CONTINUING COOPERATION 31 9.1 General Matters 31 9.2 Additional Title Documents 31 9.3 Claims and Suits 31 9.4 Payment of Deposits 31 9.5 Withheld Payments 32 9.6 Proceedings with Respect to Certain Assets and Liabilities 32 9.7 Information 33 ARTICLE X CONDITION PRECEDENT 33 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 ARTICLE XII INDEMNIFICATION 34 35 12.1 Indemnification of Indemnitees 34 35 12.2 Conditions Precedent to Indemnification 37 38 12.3 No Additional Warranty 38 12.4 Indemnification of Corporation and Receiver 38 39 12.5 Obligations Supplemental 39 12.6 Criminal Claims 39 12.7 Limited Guaranty of the Corporation 39 12.8 Subrogation 40 ARTICLE XIII MISCELLANEOUS 40 13.1 Entire Agreement 40 13.2 Headings 40 13.3 Counterparts 40 13.4 Governing Law 40 13.5 Successors 40 13.6 Modification; Assignment 41 13.7 Notice 41 13.8 Manner of Payment 41 13.9 Costs, Fees and Expenses 42 13.10 Waiver 42 13.11 ~~13.12~~Severability 42 13.12 Term of Agreement 42 13.13 Survival of Covenants, Etc. 42 SCHEDULES 2.1(a) Excluded Deposit Liability Accounts 44 3.2 Purchase Price of Assets or Assets 45 3.5(l) Excluded Securities 47 6.3 Data Retention Catalog 48 7 Calculation of Deposit Premium 50 EXHIBITS 2.3A Final Notice Letter 51 2.3B Affidavit of Mailing 53 3.2(c) Valuation of Certain Qualified Financial Contracts 54 4.13 Interim Asset Servicing Arrangement 56 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 5th day of November, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PXXXXX COMMERCIAL BANK, TACOMA, WASHINGTON (the “Receiver”), HERITAGE BANK, organized under the laws of the State of Washington, and having its principal place of business in Olympia, Washington (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Heritage Financial Corp /Wa/)

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of ~~Records 28~~ Records… 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 30 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 31 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 36 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 37 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 24 Payment of Checks, Drafts and Orders 26 24 Certain Agreements Related to Deposits 26 24 Notice to Depositors 27 24 RECORDS 27 25 Transfer of Records 27 25 Delivery of Assigned Records 28 25 Preservation of Records 28 26 Access to Records; Copies ~~28 BID; INITIAL PAYMENT~~ 26 FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 26 Pro Forma Statement 29 26 Correction of Errors and Omissions; Other Liabilities Payments 30 27 Interest 30 28 Subsequent Adjustments 30 28 CONTINUING COOPERATION 31 28 General Matters 31 28 Additional Title Documents 31 28 Claims and Suits 31 28 Payment of Deposits 31 29 Withheld Payments 32 29 Proceedings with Respect to Certain Assets and Liabilities 32 30 Information 33 30 CONDITION PRECEDENT 33 30 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 31 INDEMNIFICATION 34 32 Indemnification of Indemnitees 34 32 Conditions Precedent to Indemnification ~~37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39~~ 35 12.3 12.4 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 Indemnification of Receiver and Corporation ~~and Receiver 38~~ 39 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 22 Payment of Checks, Drafts and Orders 26 22 Certain Agreements Related to Deposits 26 23 Notice to Depositors 27 23 RECORDS 27 23 Transfer of Records 27 23 Delivery of Assigned Records 28 24 Preservation of Records 28 24 Access to Records; Copies ~~28 BID; INITIAL PAYMENT 26~~ 24 FIRST LOSS AMOUNT 25 ADJUSTMENTS 29 25 Pro Forma Statement 29 25 Correction of Errors and Omissions; Other Liabilities Payments 30 26 Interest 30 26 Subsequent Adjustments 30 26 CONTINUING COOPERATION 31 26 General Matters 31 26 Additional Title Documents 31 27 Claims and Suits 31 28 Payment of Deposits 31 28 Withheld Payments 32 28 Proceedings with Respect to Certain Assets and Liabilities 32 29 Information 33 29 CONDITION PRECEDENT 33 29 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 30 INDEMNIFICATION 34 31 Indemnification of Indemnitees 34 31 Conditions Precedent to Indemnification 37 34 No Additional Warranty 38 34 Indemnification of Corporation and Receiver 38 35 Whole Bank P&A w/Loss Sharing January 30, 2009 iii Suburban Federal Savings Bank Crofton, MD 12.5 Obligations Supplemental 39 35 12.6 Criminal Claims 35 12.7 Limited Guaranty of the Corporation 35 12.8 Subrogation 36 ARTICLE XIII MISCELLANEOUS 36 13.1 Entire Agreement 36 13.2 Headings 36 13.3 Counterparts 36 13.4 Governing Law 36 13.5 Successors 36 13.6 Modification; Assignment 37 13.7 Notice 37 13.8 Manner of Payment 38 13.9 Costs, Fees and Expenses 38 13.10 Waiver 38 13.11 ~~13.12~~Severability 38 13.12 Term of Agreement 38 13.13 Survival of Covenants, Etc. 38

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities 31 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental 39~~ 40 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 29 Payment of Checks, Drafts and Orders 26 29 Certain Agreements Related to Deposits 26 30 Notice to Depositors 27 30 RECORDS 27 30 Transfer of Records 27 30 Delivery of Assigned Records 28 31 Preservation of Records 28 31 Access to Records; Copies 28 31 BID; INITIAL PAYMENT 26 32 ADJUSTMENTS 29 32 Pro Forma Statement 29 32 Correction of Errors and Omissions; Other Liabilities Payments 30 33 Interest 30 33 Subsequent Adjustments 30 33 CONTINUING COOPERATION 31 34 General Matters 31 34 Additional Title Documents 31 34 Claims and Suits 31 34 Payment of Deposits 31 34 Withheld Payments 32 35 Proceedings with Respect to Certain Assets and Liabilities 32 35 Information 33 36 CONDITION PRECEDENT 33 36 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 BANK 36 ARTICLE XII 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 22 5.1 Payment of Checks, Drafts and Orders 26 22 5.2 Certain Agreements Related to Deposits 26 22 5.3 Notice to Depositors 27 22 ARTICLE VI RECORDS 27 23 6.1 Transfer of Records 27 23 6.2 Delivery of Assigned Records 28 24 6.3 Preservation of Records 28 24 6.4 Access to Records; Copies ~~28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30~~ 24 ARTICLE VII BID AMOUNT 24 ARTICLE VIII PROFORMA 25 ARTICLE IX CONTINUING COOPERATION 31 25 9.1 General Matters 31 25 9.2 Additional Title Documents 31 25 9.3 Claims and Suits 31 25 9.4 Payment of Deposits 31 26 9.5 Withheld Payments 32 26 9.6 Proceedings with Respect to Certain Assets and Liabilities 32 26 9.7 Information 33 27 ARTICLE X CONDITION PRECEDENT 33 27 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 27 ARTICLE XII INDEMNIFICATION 34 28 12.1 Indemnification of Indemnitees 34 28 12.2 Conditions Precedent to Indemnification 37 31 12.3 No Additional Warranty 38 32 12.4 Indemnification of Corporation and Receiver 38 32 12.5 Obligations Supplemental 39 32 12.6 Criminal Claims 33 12.7 Limited Guaranty of the Corporation 33 12.8 Subrogation 33 ARTICLE XIII MISCELLANEOUS 33 13.1 Entire Agreement 33 13.2 Headings 33 13.3 Counterparts 34 13.4 Governing Law 34 13.5 Successors 34 13.6 Modification; Assignment 34 13.7 Notice 34 13.8 Manner of Payment 35 13.9 Costs, Fees and Expenses 35 13.10 Waiver 35 13.11 ~~13.12~~Severability 35 13.12 Term of Agreement 36 13.13 Survival of Covenants, Etc. 36

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 28 Payment of Checks, Drafts and Orders 26 28 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 29 Transfer of Records 27 29 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities 31 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 40 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 28 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 29 Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 27 Preservation of Records 28 27 Access to Records; Copies 28 27 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 28 Pro Forma Statement 29 28 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 29 Subsequent Adjustments 30 29 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 30 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 36 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 ~~Obligations Supplemental 39~~ 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 30 Payment of Checks, Drafts and Orders 26 30 Certain Agreements Related to Deposits 26 30 Notice to Depositors 27 30 RECORDS 27 31 Transfer of Records 27 31 Delivery of Assigned Records 28 32 Preservation of Records 28 32 Access to Records; Copies 28 32 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 33 Pro Forma Statement 29 33 Correction of Errors and Omissions; Other Liabilities Payments 30 34 Interest 30 34 Subsequent Adjustments 30 34 CONTINUING COOPERATION 31 34 General Matters 31 34 Additional Title Documents 31 34 Claims and Suits 31 34 Payment of Deposits 31 35 Withheld Payments 32 35 Proceedings with Respect to Certain Assets and Liabilities 32 36 Information 33 36 CONDITION PRECEDENT 33 36 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 37 INDEMNIFICATION 34 38 Indemnification of Indemnitees 34 38 Conditions Precedent to Indemnification 37 41 No Additional Warranty 38 42 Indemnification of Corporation and Receiver 38 42 Obligations Supplemental 39 42 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 30 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 22 Payment of Checks, Drafts and Orders 26 22 Certain Agreements Related to Deposits 26 23 Notice to Depositors 27 23 RECORDS 27 23 Transfer of Records 27 23 Delivery of Assigned Records 28 24 Preservation of Records 28 24 Access to Records; Copies 28 24 BID; INITIAL PAYMENT 26 25 ADJUSTMENTS 29 25 Pro Forma Statement 29 25 Correction of Errors and Omissions; Other Liabilities Payments 30 26 Interest 30 26 Subsequent Adjustments 30 26 CONTINUING COOPERATION 31 27 General Matters 31 27 Additional Title Documents 31 27 Claims and Suits 31 27 Payment of Deposits 31 27 Withheld Payments 32 28 Proceedings with Respect to Certain Assets and Liabilities 32 28 Information 33 29 CONDITION PRECEDENT 33 29 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 BANK 29 ARTICLE XII 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 22 5.1 Payment of Checks, Drafts and Orders 26 22 5.2 Certain Agreements Related to Deposits 26 22 5.3 Notice to Depositors 27 22 ARTICLE VI RECORDS 27 23 6.1 Transfer of ~~Records 27~~ Records. 23 6.2 Delivery of Assigned Records 28 24 6.3 Preservation of Records 28 24 6.4 Access to Records; Copies ~~28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30~~ 24 ARTICLE VII BID AMOUNT 24 ARTICLE VIII PROFORMA 25 ARTICLE IX CONTINUING COOPERATION 31 25 9.1 General Matters 31 25 9.2 Additional Title Documents 31 25 9.3 Claims and Suits 31 25 9.4 Payment of Deposits 31 26 9.5 Withheld Payments 32 26 9.6 Proceedings with Respect to Certain Assets and Liabilities 32 26 9.7 Information 33 27 ARTICLE X CONDITION PRECEDENT 33 27 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 27 ARTICLE XII INDEMNIFICATION 34 28 12.1 Indemnification of Indemnitees 34 28 12.2 Conditions Precedent to Indemnification 37 31 12.3 No Additional Warranty 38 32 12.4 Indemnification of Corporation and Receiver 38 32 12.5 Obligations Supplemental 39 32 12.6 Criminal Claims 33 12.7 Limited Guaranty of the Corporation 33 12.8 Subrogation 33 ARTICLE XIII MISCELLANEOUS 33 13.1 Entire Agreement 33 13.2 Headings 33 13.3 Counterparts 34 13.4 Governing Law 34 13.5 Successors 34 13.6 Modification; Assignment 34 13.7 Notice 34 13.8 Manner of Payment 35 13.9 Costs, Fees and Expenses 35 13.10 Waiver 35 13.11 ~~13.12~~Severability 35 13.12 Term of Agreement 36 13.13 Survival of Covenants, Etc. 36

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 22 5.1 Payment of Checks, Drafts and Orders 26 22 5.2 Certain Agreements Related to Deposits 26 22 5.3 Notice to Depositors 27 23 ARTICLE VI RECORDS 27 23 6.1 Transfer of Records 27 23 6.2 Delivery of Assigned Records 28 24 6.3 Preservation of Records 28 24 6.4 Access to Records; Copies ~~28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30~~ 24 ARTICLE VII BID AMOUNT 24 ARTICLE VIII PROFORMA 25 ARTICLE IX CONTINUING COOPERATION 31 25 9.1 General Matters 31 25 9.2 Additional Title Documents 31 25 9.3 Claims and Suits 31 25 9.4 Payment of Deposits 31 26 9.5 Withheld Payments 32 26 9.6 Proceedings with Respect to Certain Assets and Liabilities 32 26 9.7 Information 33 27 ARTICLE X CONDITION PRECEDENT 33 27 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 27 ARTICLE XII INDEMNIFICATION 34 28 12.1 Indemnification of Indemnitees 34 28 12.2 Conditions Precedent to Indemnification 37 31 12.3 No Additional Warranty 38 32 12.4 Indemnification of Corporation and Receiver 38 32 12.5 Obligations Supplemental 39 32 12.6 Criminal Claims 33 12.7 Limited Guaranty of the Corporation 33 12.8 Subrogation 33 ARTICLE XIII MISCELLANEOUS 33 13.1 Entire Agreement 33 13.2 Headings 33 13.3 Counterparts 33 13.4 Governing Law 34 13.5 Successors 34 13.6 Modification; Assignment 34 13.7 Notice 34 13.8 Manner of Payment 35 13.9 Costs, Fees and Expenses 35 13.10 Waiver 35 13.11 ~~13.12~~Severability 35 13.12 Term of Agreement 35 13.13 Survival of Covenants, Etc. 36

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 30 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Receiver and Corporation ~~and Receiver 38~~ 39 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of ~~Records~~ Records. 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma ~~Statement~~ Statement. 29 Correction of Errors and Omissions; Other Liabilities Payments ~~30 Interest~~ 29 Interest. 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and ~~Liabilities~~ Liabilities. 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to ~~Indemnification~~ Indemnification. 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 27 Preservation of Records 28 Access to Records; Copies 28 ~~BID; INITIAL PAYMENT~~ FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 37 Indemnification of Corporation and Receiver 38 ~~Obligations Supplemental 39~~ 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 28 Payment of Checks, Drafts and Orders 26 28 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 28 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities 29 Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 40 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 26 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 ~~BID; INITIAL PAYMENT~~ FIRST LOSS TRANCHE 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION~~ BANK 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 28 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 29 Preservation of Records 28 29 Access to Records; Copies 28 299 BID; INITIAL PAYMENT 26 30 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 31 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 32 General Matters 31 32 Additional Title Documents 31 32 Claims and Suits 31 32 Payment of Deposits 31 32 Withheld Payments 32 33 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 34 CONDITION PRECEDENT 33 34 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 36 Indemnification of Indemnitees 34 36 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 40 Obligations Supplemental 39 40 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 24 Payment of Checks, Drafts and Orders 26 24 Certain Agreements Related to Deposits 26 25 Notice to Depositors 27 25 RECORDS 27 25 Transfer of Records 27 25 Delivery of Assigned Records 28 26 Preservation of Records 28 26 Access to Records; Copies 28 26 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 27 Pro Forma Statement 29 27 Correction of Errors and Omissions; Other Liabilities Payments 30 28 Interest 30 28 Subsequent Adjustments 30 28 CONTINUING COOPERATION 31 28 General Matters 31 28 Additional Title Documents 31 28 Claims and Suits 31 29 Payment of Deposits 31 29 Withheld Payments 32 29 Proceedings with Respect to Certain Assets and Liabilities 32 30 Information 33 30 CONDITION PRECEDENT 33 30 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 BANK 31 ARTICLE XII 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 29 Access to Records; Copies 28 29 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities 30 Payments 30 31 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 33 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 34 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver ~~38 Obligations Supplemental~~ 39 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Receiver and Corporation ~~and Receiver~~ 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other ~~Liabilities~~ Liabilities… 30 Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Receiver and Corporation ~~and Receiver~~ 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 27 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 28 RECORDS 27 28 Transfer of Records 27 28 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 289 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 30 Pro Forma Statement 29 30 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 31 Subsequent Adjustments 30 31 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 32 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 35 Indemnification of Indemnitees 34 35 Conditions Precedent to Indemnification 37 38 No Additional Warranty 38 39 Indemnification of Corporation and Receiver 38 39 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 32 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 ~~Obligations Supplemental 39~~ 12.5 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 5.1 Payment of Checks, Drafts and Orders 26 5.2 Certain Agreements Related to Deposits 26 5.3 Notice to Depositors 27 26 ARTICLE VI RECORDS 27 6.1 Transfer of Records 27 6.2 Delivery of Assigned Records 28 6.3 Preservation of Records 28 6.4 Access to Records; Copies 28 ~~BID; INITIAL PAYMENT 26~~ ARTICLE VII FIRST LOSS TRANCHE 28 ARTICLE VIII ADJUSTMENTS 29 8.1 Pro Forma Statement 29 8.2 Correction of Errors and Omissions; Other Liabilities 29 8.3 Payments 30 29 8.4 Interest 30 8.5 Subsequent Adjustments 30 ARTICLE IX CONTINUING COOPERATION 31 30 9.1 General Matters 31 30 9.2 Additional Title Documents 31 30 9.3 Claims and Suits 31 30 9.4 Payment of Deposits 31 9.5 Withheld Payments 32 31 9.6 Proceedings with Respect to Certain Assets and Liabilities 31 9.7 Information 32 ~~Information 33~~ ARTICLE X CONDITION PRECEDENT 33 32 ARTICLE XI REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 ARTICLE XII INDEMNIFICATION 34 12.1 Indemnification of Indemnitees 34 12.2 Conditions Precedent to Indemnification 37 12.3 No Additional Warranty 38 37 12.4 Indemnification of Corporation and Receiver 38 12.5 Obligations Supplemental ~~39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12~~38 Module 1 – Whole Bank w/ Loss Share – P&A Desert Hills Bank Version 2.01 iii Phoenix, Arizona February 24, 2010

Appears in 1 contract

Samples: Purchase and Assumption Agreement (New York Community Bancorp Inc)

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 28 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 29 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 30 General Matters 31 30 Additional Title Documents 31 30 Claims and Suits 31 30 Payment of Deposits 31 Withheld Payments 32 31 Proceedings with Respect to Certain Assets and Liabilities 31 Information 32 ~~Information 33~~ CONDITION PRECEDENT 33 32 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 32 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 38 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 ~~13.11 13.12~~13.11

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 23 Payment of Checks, Drafts and Orders 26 23 Certain Agreements Related to Deposits 26 23 Notice to Depositors 27 23 RECORDS 27 24 Transfer of Records 27 24 Delivery of Assigned Records 28 24 Preservation of Records 28 25 Access to Records; Copies ~~28 BID; INITIAL PAYMENT 26 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30~~ 25 FIRST LOSS AMOUNT 25 RESERVED 25 CONTINUING COOPERATION 31 25 General Matters 31 25 Additional Title Documents 31 26 Claims and Suits 31 26 Payment of Deposits 31 26 Withheld Payments 32 26 Proceedings with Respect to Certain Assets and Liabilities 32 27 Information 33 27 CONDITION PRECEDENT 33 28 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING ~~INSTITUTION 33~~ BANK 28 INDEMNIFICATION 34 29 Indemnification of Indemnitees 34 29 Conditions Precedent to Indemnification 37 32 No Additional Warranty 38 33 Indemnification of Corporation and Receiver 38 33 Obligations Supplemental ~~39 12.6 12.7 12.8 ARTICLE XIII~~ 33 Criminal Claims 33 Limited Guaranty of the Corporation 34 Subrogation 34 MISCELLANEOUS 34 Whole Bank P&A w/Loss Sharing February 6, 2009 iii Alliance Bank Culver City, CA 13.1 Entire Agreement 34 13.2 Headings 34 13.3 Counterparts 34 13.4 Governing Law 34 13.5 Successors 34 13.6 Modification; Assignment 35 13.7 Notice 35 13.8 Manner of Payment 36 13.9 Costs, Fees and Expenses 36 13.10 Waiver 36 13.11 ~~13.12~~Severability 36 13.12 Term of Agreement 36 13.13 Survival of Covenants, Etc. 37

Appears in 1 contract

Samples: Purchase and Assumption Agreement

DUTIES WITH RESPECT TO DEPOSITORS. OF THE FAILED BANK 26 Payment of Checks, Drafts and Orders 26 27 Certain Agreements Related to Deposits 26 27 Notice to Depositors 27 RECORDS 27 Transfer of Records 27 Delivery of Assigned Records 28 Preservation of Records 28 Access to Records; Copies 28 BID; INITIAL PAYMENT 26 29 ADJUSTMENTS 29 Pro Forma Statement 29 Correction of Errors and Omissions; Other Liabilities Payments 30 Interest 30 Subsequent Adjustments 30 CONTINUING COOPERATION 31 General Matters 31 Additional Title Documents 31 Claims and Suits 31 Payment of Deposits 31 Withheld Payments 32 Proceedings with Respect to Certain Assets and Liabilities 32 Information 33 CONDITION PRECEDENT 33 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION 33 INDEMNIFICATION 34 Indemnification of Indemnitees 34 Conditions Precedent to Indemnification 37 No Additional Warranty 38 Indemnification of Corporation and Receiver 38 Obligations Supplemental 39 12.6 12.7 12.8 ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12

Appears in 1 contract

Samples: Purchase and Assumption Agreement

Common use of DUTIES WITH RESPECT TO DEPOSITORS Clause in Contracts