Common use of Assets to be Retained by Seller Clause in Contracts

Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to, (a) all investment securities owned by Seller; (b) all of Seller’s investments in Seller’s affiliates and subsidiaries; (c) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches (if any); (d) all repossessed personal property owned by, or in the possession of, Seller; (e) all of Seller’s life insurance policies; (f) all loans or other extensions of credit not scheduled on Schedule 1.1(b) as of the Closing Date; (g) reserves for loan losses on all loans (including the Loans); (h) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches or any other location of Seller; (i) all refunds, credits, prepayments or deferrals of or against Taxes (as defined herein) relating to the operation of the Branches or the Assets prior to the Effective Time; (j) all Tax deposits and Tax books and records; (k) all intangible assets, including goodwill and mortgage servicing rights, of Seller; (l) all intellectual property of Seller, including, but not limited to, all rights to the name “Xxxxxxx Bank” and any corporate logos, trademarks, servicemarks, trade names, signs, paper stock, monetary instruments (including, but not limited to, traveler’s checks and official checks), forms, advertising materials and other supplies containing any such logos, trademarks, servicemarks or trade names of Seller or Seller’s affiliates; (m) all customer and merchant credit card accounts and payroll cards, including any loans related thereto, along with any other products or services provided through such merchant services relationships of the Seller; (n) any other assets listed on Schedule 1.2 (the “Excluded Assets”); and (o) any rights, claims, and causes of action relating to this Agreement and the other agreements, documents and instruments executed and delivered by the parties to each other at the Closing (the “Ancillary Agreements”). Seller shall coordinate with Buyer to remove the Excluded Assets from the premises of the Branches within ten (10) Business Days following the Effective Time; provided, that Seller, at Seller’s sole cost and expense, shall use commercially reasonable efforts to remove all of Seller’s signage within ten (10) Business Days following the Closing Date. In the event that Seller has not removed its signage within such time period, Buyer will have the right to cover such signage and begin to remove any remaining signage, and Seller will be responsible for the actual cost and expense incurred by Buyer associated with such removal and disposal. With the exception of removal of Seller’s signage, all costs and expense associated with Buyer’s installation of new signage shall be the sole cost and expense of Buyer.

Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to, including (a) all investment securities owned by Seller; , (b) all of Seller’s investments in Seller’s affiliates and subsidiaries; (c) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches (if any); (d) all repossessed personal property owned by, or in the possession of, Seller; (e) all of Seller’s life insurance policies; (f) all loans or other extensions of credit not scheduled on Schedule 1.1(b) as of the Closing Date; (g) reserves for loan losses on all loans (including the Loans); (h) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches or any other location of Seller; (i) all refunds, credits, prepayments or deferrals of or against Taxes (as defined herein) relating to the operation of the Branches or the Assets prior to the Effective Time; (j) all Tax deposits and Tax books and records; (k) all intangible assets, including goodwill and mortgage servicing rights, of Seller; (l) all intellectual property of Seller, including, but not limited to, including all rights to the name “Xxxxxxx Bank” and any corporate logos, trademarks, servicemarks, trade names, signs, paper stock, monetary instruments (including, but not limited to, including traveler’s checks and official checks), forms, advertising materials and other supplies containing any such logos, trademarks, servicemarks or trade names of Seller or Seller’s affiliates; (m) all customer and merchant credit card accounts and payroll cards, including any loans related thereto, along with any other products or services provided through such merchant services relationships of the Seller; (n) any other assets listed on Schedule 1.2 (the “Excluded Assets”); and (o) any rights, claims, and causes of action relating to this Agreement and the other agreements, documents and instruments executed and delivered by the parties to each other at the Closing (the “Ancillary Agreements”). Seller shall coordinate with Buyer to remove the Excluded Assets from the premises of the Branches within ten (10) Business Days following the Effective Time; provided, that Seller, at Seller’s sole cost and expense, shall use commercially reasonable efforts to remove all of Seller’s signage within ten (10) Business Days following the Closing Date, which removal shall comply with any applicable terms of any applicable lease or other agreement applicable to such Branch premises. In the event that Seller has not removed its signage within such time period, Buyer will have the right to cover such signage and begin to remove any remaining signage, and Seller will be responsible for the actual cost and expense incurred by Buyer associated with such removal and disposal. With the exception of removal of Seller’s signage, all costs and expense expenses associated with Buyer’s installation of new signage shall be the sole cost and expense of Buyer.

Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to, to (ai) all investment securities owned by Seller; (bii) all of the Seller’s investments in Seller’s affiliates and subsidiaries; (ciii) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches Branch (if any) and identified on Schedule 1.2(iii); (div) all repossessed personal property owned by, or in the possession of, the Seller, unless such personal property is collateral for a Loan; (ev) all of the Seller’s life insurance policies; (fvi) all loans or other extensions of credit participations in loans that are not scheduled on Schedule 1.1(b) as of Loans, including any loans previously charged-off by the Closing DateSeller; (gvii) reserves for loan losses on all loans (including the Loans); (hviii) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches Branch or any other location of Seller; (iix) all refunds, credits, prepayments or deferrals of or against Taxes (as defined herein) relating to the operation of the Branches or the Assets prior to the Effective Timedeferred tax assets; (j) all Tax deposits and Tax books and records; (kx) all intangible assets, including goodwill and mortgage servicing rights, of Seller; (lxi) all intellectual property of Seller, including, but not limited to, all rights to the name “Xxxxxxx Independent Bank” and any of Seller’s corporate logos, trademarks, servicemarks, trade names, signs, paper stock, monetary instruments (including, but not limited to, traveler’s checks and official cashier’s checks), forms, advertising materials forms and other supplies containing any such logos, trademarks, servicemarks trademarks or trade names of Seller or Seller’s affiliatestradenames; (mxii) all customer and merchant credit card accounts and payroll cards, including any loans related thereto, along with any other products or services provided through such merchant services relationships of the Selleraccounts; (nxiii) all trust assets and trust accounts, if any; and (xiv) any other assets listed on Schedule 1.2 (collectively, the “Excluded Assets”); and (o) any rights, claims, and causes of action relating to this Agreement and the other agreements, documents and instruments executed and delivered by the parties to each other at the Closing (the “Ancillary Agreements”). Seller shall coordinate with Buyer to remove the Excluded Assets from the premises of the Branches within ten (10) Business Days following Branch prior to the Effective Time; provided, that Seller, at Seller’s sole cost and expense, shall use commercially reasonable efforts to remove all of . Seller’s signage within ten (10) Business Days following the Closing Date. In the event that Seller has not removed its signage within such time period, Buyer will have the right to cover such signage and begin to remove any remaining signage, and Seller will be responsible for the actual cost and expense incurred by Buyer associated with such removal and disposal. With the exception of removal of Seller’s signage, all costs and expense associated with Buyer’s installation of new signage shall be removed from the sole Branch by Seller at its own cost promptly, but in no event later than the Effective Time. Branch Purchase and expense of Buyer.Assumption Agreement

Assets to be Retained by Seller. Seller shall retain all assets not expressly purchased by Buyer pursuant to Section 1.1, including, but not limited to, to (ai) all investment securities owned by Seller; (bii) all of the Seller’s investments in Seller’s affiliates and subsidiaries; (ciii) all other real estate owned by Seller or carried as in substance foreclosures that are associated with the Branches Branch (if any); (div) all repossessed personal property owned by, or in the possession of, the Seller; (ev) all of the Seller’s life insurance policies; (fvi) all loans or other extensions of credit participations in loans that are not scheduled on Schedule 1.1(b) as of Loans, including any loans previously charged-off by the Closing DateSeller; (gvii) reserves for loan losses on all loans (including the Loans); (hviii) all assets and records associated with any investment, trust or brokerage business of Seller or its affiliates, whether conducted at the Branches Branch or any other location of Seller; (iix) all refunds, credits, prepayments or deferrals of or against Taxes (as defined herein) relating to the operation of the Branches or the Assets prior to the Effective Timedeferred tax assets; (j) all Tax deposits and Tax books and records; (kx) all intangible assets, including goodwill and mortgage servicing rights, of Seller; (lxi) all intellectual property of Seller, including, but not limited to, all rights to the name “Xxxxxxx Independent Bank” and any of Seller’s corporate logos, trademarks, servicemarks, trade names, signs, paper stock, monetary instruments (including, but not limited to, traveler’s checks and official cashier’s checks), forms, advertising materials forms and other supplies containing any such logos, trademarks, servicemarks trademarks or trade names of Seller or Seller’s affiliatestradenames; (mxii) all customer and merchant credit card accounts accounts; and payroll cards, including any loans related thereto, along with any other products or services provided through such merchant services relationships of the Seller; (nxiii) any other assets specifically listed on Schedule 1.2 (collectively, the “Excluded Assets”); and (o) any rights, claims, and causes of action relating to this Agreement and the other agreements, documents and instruments executed and delivered by the parties to each other at the Closing (the “Ancillary Agreements”). Seller shall coordinate with Buyer to remove the Excluded Assets from the premises of the Branches within ten (10) Business Days following Branch prior to the Effective Time; provided, that Seller, at Seller’s sole cost and expense, shall use commercially reasonable efforts to remove all of . Seller’s signage within ten (10) Business Days following shall be removed from the Closing DateBranch by Seller at its own cost promptly, but no later than three business days after the Effective Time. In Seller shall remove the event that Seller has not removed Excluded Assets at its signage within such time period, Buyer will have the right to cover such signage own cost and begin to remove any remaining signage, and Seller will be responsible for the actual cost and expense incurred making any repairs necessitated by Buyer associated with such removal and disposal. With the exception of Seller’s removal of Seller’s signage, all costs and expense associated with Buyer’s installation of new signage shall be the sole cost and expense of BuyerExcluded Assets.