Excluded Branch definition

Excluded Branch has the meaning set forth in Section 3.8.

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Excluded Branch has the meaning set forth in Section 4.16(c).

Excluded Branch has the meaning set forth in Section 2.7(a). “Excluded Deposits” means (t) ▇▇▇/▇▇▇▇▇ Account Deposits, (u) Public Fund Deposits, (v) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(c), (w) Escheat Deposits, (x) those deposit liabilities that constitute security for loans that are not to be transferred to Purchaser under the terms of this Agreement, (y) interest-bearing Deposits with a specified date of maturity, including certificates of deposit, and (z) those deposit liabilities that are owned by an employee (other than a Transferred Employee) or former employee of Seller Parent. “Excluded Liabilities” has the meaning set forth in Section 2.2(c). “Excluded Loan” means, as of the Initial Closing Date, the Subsequent Closing Date, if any, or as of the Closing Date, as applicable, any Loan with respect to which (i) any principal or interest on such Loan shall be due and unpaid by the Obligor thereunder for sixty (60) days or more, (ii) an Obligor has filed or has had filed against such Obligor proceedings in bankruptcy, trusteeship or receivership, (iii) the balance of the Loan has been completely charged off, (iv) the balance of the Loan is no longer owed whether or not as a result of a settlement agreement between the Obligors and Seller, (v) in the case of a Mortgage Loan, the Loan has been repurchased by Seller or any of its subsidiaries, and (vi) with respect to a commercial, commercial real estate or “C&I” Loan, a Loan that as of the date of this Agreement, on the Initial Closing Date, the Subsequent Closing Date, or the Closing Date, as applicable, is classified as “special mention,” “substandard,” or “non-performing” by Seller. “Excluded Taxes” means (i) any Taxes of Seller or any of its Affiliates for or applicable to any period, (ii) any Taxes of, or relating to, the Assets, the Assumed Liabilities or the operation of the Branches for, or applicable to, the Pre-Closing Tax Period, and (iii) any Transfer Taxes for which Seller is responsible pursuant to Section 8.3. “Fair Market Value” means, in respect of a parcel of Owned Real Property, the fair market value of such Owned Real Property as determined by the Appraiser promptly following the date of this Agreement, it being agreed that such fair market value shall take into account matters customarily included in appraisals of real property (including the...

Examples of Excluded Branch in a sentence

If a Branch becomes an Excluded Branch, then Purchaser and Seller shall negotiate in good faith to determine a value to be ascribed to the Excluded Branch and upon a determination of the value of the Excluded Branch, the Purchase Price shall be reduced by an amount equal to the value of the Excluded Branch.
If the parties are unable to agree upon the value of the Excluded Branch within ten (10) Business Days after Purchaser delivers written notice of the designation of the Excluded Branch to Seller, the determination of the value of the Excluded Branch and the resulting reduction in the Purchase Price shall be determined by a nationally recognized independent accounting firm or other financial advisor mutually agreed upon by the parties, and such determination shall be final and binding.
If a Branch becomes an Excluded Branch, then the consideration to be paid by Purchaser shall be reduced by the value ascribed to the Branch(es) set forth on Exhibit 4.16(c).
Appropriate adjustment shall be made to exclude from the schedules hereto all Assets and all Liabilities, including Deposits, associated with an Excluded Branch, and the other documents to be delivered pursuant hereto so as to duly reflect the deletion of such Branch or Branches from the transactions contemplated hereby.
If, under any provision of this Agreement, any Branch is otherwise excluded from this Agreement, any breach of warranty or failure of condition in respect of such Excluded Branch arising from or relating to the circumstances leading to such exclusion shall be deemed waived.

More Definitions of Excluded Branch

Excluded Branch has the meaning set forth in Section 7.17(c). ---------------

Excluded Branch has the meaning set forth in Section 2.7(a).

Excluded Branch shall have the meaning set forth in Section 8.10.

Excluded Branch has the meaning set forth in Section 3.8. “Excluded Deposits” means (w) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(c)(i), (x) Escheat Deposits, (y) those deposit liabilities (i) related to a financial advisory relationship with Seller’s ▇▇▇▇▇▇▇ ▇▇▇▇▇ Wealth Management or US Trust divisions, (ii) related to a client managed relationship in Seller’s Business Banking, Middle Market, or Large Corporate divisions

Excluded Branch means (i) a Branch with respect to which there shall be a failure of any condition specified in this Section 8.1 to the obligations of Purchaser which is not waived by Purchaser, in respect of the acquisition of any specific Branch or Branches or (ii) a Branch which shall have been excluded from purchase under this Agreement pursuant to Sections 5.4 and 5.5(b), 5. 10 or 5. 11.

Excluded Branch means the Lake Grove Branch if it is relocated to the Tualatin Branch or the Tualatin Branch if the Lake Grove Branch has not been relocated.

Excluded Branch means the Branch, not being the 2 (two) Branches carrying out or undertaking any of the Competitor Sale Trigger Events.