Assumed Deposits. Seller has the right to transfer or assign each of the Assumed Deposits to Purchaser. The Assumed Deposits have been solicited, originated and administered in accordance with the terms of the respective governing documents and all Applicable Law and regulations, in each case, in all material respects. The Assumed Deposits are insured by the FDIC to the fullest extent permitted in accordance with the FDI Act and Seller and its Subsidiaries have paid all assessments due thereunder. Each of the agreements relating to the Assumed Deposits is valid, binding, and enforceable upon its respective parties in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights, and by the exercise of judicial discretion in accordance with general principles applicable to equitable and similar remedies.
Assumed Deposits. None of the Assumed Deposits are: (i) deposits securing loans or other extensions of credit by Seller that are not Purchased Loans; (ii) other than XXX deposits, deposits held in accounts for which Seller acts as fiduciary; (iii) deposits subject to legal process; (iv) deposits which are treated as abandoned property under applicable Law related to abandoned property; (v) deposits held in the name of Seller or any of its affiliated entities as depositor; (vi) deposits represented by official checks, travelers checks, money orders, or certified checks of Seller; or (vii) accounts designated as “closed” on the books and records of Seller.
Assumed Deposits. The HSBC Sellers have the right to transfer or assign each of the Assumed Deposits to Purchaser. The Assumed Deposits have been solicited, originated and administered in accordance with the terms of the respective governing documents and all Applicable Law and regulations, in each case, in all material respects. The Assumed Deposits are insured by the FDIC to the fullest extent permitted in accordance with the FDI Act and the HSBC Sellers and their Subsidiaries have paid all assessments due thereunder. Each of the agreements relating to the Assumed Deposits is valid, binding, and enforceable upon its respective parties in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights, and by the exercise of judicial discretion in accordance with general principles applicable to equitable and similar remedies.
Assumed Deposits. The Assumed Deposits have been originated and administered in accordance with the terms of the respective governing documents and all applicable Laws, in each case, in all material respects. The Assumed Deposits are insured by the FDIC to the fullest extent permitted under Law and Seller has paid all deposit insurance assessments due with respect thereto.
Assumed Deposits. The Assumed Deposits have been originated and administered in accordance with the terms of their respective governing documents and all applicable Laws and regulations, in each case, in all material respects.
Assumed Deposits. (a) Except for such liens as are set forth on Schedule 2.8, the Assumed Deposits being transferred to Purchaser are not subject to any lien, including without limitation any liens in favor of Seller, and are not, and will not be as of the close of business on the Effective Date, subject to court order, legal restraint, automatic stay in bankruptcy, other legal process or stop payment orders.
Assumed Deposits. All of the Assumed Deposits have been solicited, originated and administered in accordance with the terms of the respective governing documents and all Applicable Laws, in each case, in all material respects. The Assumed Deposits are insured by the FDIC to the fullest extent permitted in accordance with the FDI Act and Seller has paid in full when due all premiums and assessments due thereunder. Seller has the right to transfer all of the Assumed Deposits to Purchaser at the Closing, and, to Seller’s Knowledge, there are no Assumed Deposits that are subject to any judgment, decree or order of any Governmental Entity, other than customary garnishments, levies and orders affecting depositors generally. Seller has provided Purchaser with forms of all deposit agreements related to the Assumed Deposits and all such forms contain all material terms of the Assumed Deposits. Each of the agreements relating to the Assumed Deposits is valid, binding, and enforceable upon its respective parties in accordance with its terms subject as to enforcement, to applicable bankruptcy, insolvency, reorganization, liquidation and other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights generally.
Assumed Deposits. None of the Assumed Deposits are: (i) deposits securing loans or other extensions of credit by Seller that are not Purchased Loans; (ii) other than XXX deposits, deposits held in accounts for which Seller acts as fiduciary; (iii) deposits subject to legal process; (iv) deposits which are treated as abandoned property under applicable Law related to abandoned property; (v) deposits held in the name of Seller or any of its affiliated entities as depositor; (vi) deposits represented by official checks, travelers checks, money orders, or certified checks of Seller; or (vii) accounts designated as “closed” on the books and records of Seller. With regard to the Assumed Deposits identified on Schedule 4.16 (the “Specified Deposits”), as of the date of this Agreement, and subject to any written notice of which Seller advises Purchaser in accordance with Section 6.23, the Seller has not received written notice (y) that any depositor of the Specified Deposits intends to move or withdraw, or is contemplating moving or withdrawing, any of the Specified Deposits from the Branches or (z) that any of the Specified Deposits will be put out to bid by any depositor thereof during the twenty-four month period beginning on the date of this Agreement and ending on the second anniversary of the date of this Agreement.
Assumed Deposits. Schedule 3.8 is a complete and accurate list, as of ------------ the date set forth below, of the aggregate Assumed Deposits held by the Business including separate categories for the Demand Deposit Base, the CWI Deposit Base, the Savings Deposit Base, the MMDA Deposit Base, the NOW Deposit Base, the CD Deposit Base, the BIA Deposit Base, and the XXX Plan and Xxxxx Plan Deposit Base prepared as of May 31, 2001 (except that the information with respect to consumer deposits is as of June 14, 2001), and the CMMP Deposit Base, the DFS Deposit Base and the Government Deposit Base prepared as of May 31, 2001, in each case listed by product type and business department. The Assumed Deposits have been originated and administered in accordance with the terms of the respective governing documents and all applicable laws and regulations in all material respects. The deposit agreements and other documents relating to the Assumed Deposits to be delivered to Buyer will be all such documents in Seller's possession or reasonably available to Seller at the Closing that are necessary to establish the amounts or other terms of the Assumed Deposits or that evidence the Assumed Deposits. The Assumed Deposits are insured by the FDIC to the fullest extent in accordance with the Federal Deposit Insurance Act and Seller has paid all assessments due thereunder.
Assumed Deposits. (a) The Assumed Deposits have been originated and administered in accordance with applicable Laws and in all material respects in accordance with the terms of the respective governing documents. The Assumed Deposits are insured by the FDIC to the fullest extent permitted under Law, and all premiums and assessments required to be paid in connection therewith have been paid in full when due. The deposit agreements and other documents relating to the Assumed Deposits to be delivered or made available to Purchaser will be those that are necessary to establish the amounts or other terms of the Assumed Deposits, that will govern the terms of the Assumed Deposits accounts and that evidence the Assumed Deposits. Except as provided on Section 5.9(a) of the Seller Disclosure Schedule, all of the Assumed Deposits are transferable at the Effective Time to Purchaser, and, to Seller’s Knowledge, there are no Assumed Deposits that are subject to any judgment, decree or order of any court or governmental authority. Prior to the date of this Agreement, Seller has provided Purchaser with forms of all deposit agreements related to the Assumed Deposits and all such forms contain all material terms of the Assumed Deposits.
