Formation of Interim Bank Sample Clauses

Formation of Interim Bank. On or prior to the Closing Date, and subject to the receipt of all Requisite Regulatory Approvals, Parent Bank shall organize a Texas state bank as a direct wholly-owned Subsidiary of Parent Bank (“Interim Bank”). As promptly as reasonably practicable after the organization of Interim Bank, (a) Parent Bank, in its capacity as the sole shareholder of Interim Bank, shall ratify and confirm this Agreement and (b) Parent Bank shall cause Interim Bank to accede to this Agreement by executing a signature page to this Agreement, after which time Interim Bank shall be a party hereto for all purposes set forth herein. Notwithstanding any provision herein to the contrary, (i) the obligations of Interim Bank to perform its covenants hereunder shall commence only at the time of its organization and (ii) the representations and warranties of and with respect to Interim Bank set forth in Article IV shall be deemed to have been made as though Interim Bank had been a party hereto as of the date of the organization of Interim Bank. Prior to the Effective Time, Parent Bank shall take such actions as are reasonably necessary to cause the board of directors of Parent Bank and Interim Bank to unanimously approve this Agreement and declare it advisable for Parent Bank and Interim Bank to enter into this Agreement.‌
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Formation of Interim Bank. Prior to the Effective Time, Sky shall take all steps necessary to complete the formation of Interim Bank, to cause this Agreement to be approved by the directors and sole shareholder of Interim Bank and to cause Interim Bank to join in this Agreement by means of executing and delivering it to Falls.
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Formation of Interim Bank. 1 Section 1.2. The Merger....................................................1 Section 1.3.
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Formation of Interim Bank. Washington shall organize an Iowa-chartered, stock form interim bank as a wholly owned subsidiary of Washington ("Interim Bank").
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Related to Formation of Interim Bank

  • Confirmation of Intent The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time to time in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.

  • Termination of Interim Trust Agreement This Agreement (other than Article VI) and the trust created hereby shall terminate and be of no further force or effect upon the earlier of (i) the termination of the Trust pursuant to Section 9.1 of the Trust Agreement and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.

  • Termination of Intercompany Agreements Without limiting the generality of Section 3.1(e) and subject to the terms of Section 3.1 and Schedule 1.92, each of the parties hereto agrees that, except for this Agreement and the Ancillary Agreements (including any amounts owed with respect to such agreements), all Intercompany Agreements and all other intercompany arrangements and course of dealings whether or not in writing and whether or not binding or in effect immediately prior to the Distribution Time shall terminate immediately prior to the Distribution Time unless the parties thereto otherwise agree in writing after the date of this Agreement.

  • Dissolution of Issuer The Issuer shall wind up and dissolve upon the latest of (1) satisfaction and discharge of the Indenture, (2) the Optional Purchase of the Trust Estate pursuant to the Sale and Servicing Agreement or (3) the final distribution from the Collection Account established pursuant to Section 4.1(a)(i) of the Sale and Servicing Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of a Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

  • Protection of Investments 1. All investments, whether direct or indirect, made by investors of one Contracting Party shall enjoy a fair and equitable treatment in the territory of the other Contracting Party.

  • Capitalization of Interest The Mortgage Note does not by its terms provide for the capitalization or forbearance of interest.

  • Confirmation of Indebtedness Borrowers confirm and acknowledge that as of the close of business on September 30, 2014, Borrowers were indebted to Lenders for the (a) Advances under the Loan Agreement without any deduction, defense, setoff, claim or counterclaim, of any nature, in the aggregate principal amount of $22,817,930.38 due on account of Revolving Advances and $0.00 on account of undrawn Letters of Credit, plus in each case all fees, costs and expenses incurred to date in connection with the Loan Agreement.

  • Subordination of Intercompany Loans Each Loan Party shall cause any intercompany Indebtedness, loans or advances owed by any Loan Party to any other Loan Party to be subordinated pursuant to the terms of the Intercompany Subordination Agreement.

  • Execution of Instruments All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Company shall be signed on behalf of the Company by (i) the Chairman; or (ii) when authorized by resolution(s) of the Directors, the President; or (iii) by such other person or persons as may be designated from time to time by the Directors.

  • Admission of Initial Limited Partners The Persons listed on Exhibit A as limited partners of the Partnership shall be admitted to the Partnership as Limited Partners upon their execution and delivery of this Agreement.

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