Assumption of Liabilities of Seller. On the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall transfer and assign to Buyer, and Buyer shall assume, pay for, perform and discharge from and after the Effective Time, as and when due and payable, the following liabilities of Seller attributable to the Branches and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Assumed Liabilities”):
(a) the deposits (including all escrow deposit liabilities relating to the Loans and all XXX Deposits that are not Excluded Deposits, as such terms are defined herein) associated with the Branches as of the Effective Time (the “Deposits”) that are set forth on Schedule 1.3(a)(i) as updated pursuant to Section 3.9, and accrued and unpaid interest on any interest-bearing Deposits existing at the Effective Time (“Accrued Interest Payable”), together with all duties and obligations of Seller associated therewith, including, but not limited to, the agreements with customers associated with such Deposits (the “Deposit Agreements”; the holders of record of the Deposits are hereinafter referred to as the “Depositors”); provided, however, the Deposits will not include (i) any deposit account that cannot be assumed by Buyer because of legal impediments; (ii) any deposit account that is involved in any pending or threatened litigation, mediation or arbitration with Seller as of the Closing Date; (iii) any deposits that are pledged to secure any loans that are not scheduled on Schedule 1.1(b); (iv) any deposits of customers of Seller who have one or more loans from Seller that are not scheduled on Schedule 1.1(b) or are otherwise excluded from the Assets; (v) any deposit account which is an individual retirement account (“XXX”) created by a trust for the exclusive benefit of an individual or his or her beneficiaries in accordance with the provisions of Section 408, Section 530 and Section 408A (“XXX Deposits”) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to which the customer has provided notice of its objection to the appointment of Buyer or its designee as custodian or has provided notice of its objection to Buyer’s custodial agreement; (vi) any deposits that are Xxxxx Accounts created by a trust for the benefit of employees and that are intended to comply with the provisions of Section 401 of the Code; (vii) any brokered deposit that is obtained from or through the mediation or assistance of a depo...
Assumption of Liabilities of Seller. Subject to SECTION 2.2 ------------------------------------ hereof, as of the Closing Date, Purchaser shall assume responsibility for the performance and satisfaction of the executory obligations and liabilities of Seller arising from and after the Effective Time pursuant to the Contracts assigned pursuant to SECTION 1.1(C), but excluding any obligations or liabilities arising from or relating to any breach or violation of such Contracts by Seller or default under such Contracts by Seller. The executory obligations and liabilities of Seller specifically assume pursuant to this SECTION 2.1 are hereinafter referred to as the "Assumed Liabilities."
Assumption of Liabilities of Seller. 3 1.4 Liabilities to be Retained by Seller.........................4 1.5
Assumption of Liabilities of Seller. In connection with the purchase and sale of the Transferred Assets, it is expressly understood and agreed that Seller shall remain liable for all obligations, responsibilities and liabilities of Seller, whether incurred or accrued in connection with the operation of the Business or otherwise, except only those liabilities and obligations of Seller relating to the Transferred Assets expressly assumed and agreed to be discharged by Purchaser (collectively, the "Assumed Liabilities") under the terms of the Assumption Agreement, in the form attached hereto as Exhibit A, to be executed and delivered at closing. The Assumed Liabilities are those liabilities that are specifically described in Schedule 2.1.
Assumption of Liabilities of Seller. As of the Effective Time, Purchaser shall assume responsibility for the performance of Seller's obligations under the Contracts listed on SCHEDULE 2.1 (the "Assumed Liabilities").
Assumption of Liabilities of Seller. Purchaser hereby accepts, assumes and agrees to pay and perform the obligations of Seller as set forth on Exhibit "1" attached hereto and made a part hereof. Purchaser agrees to indemnify and hold Seller harmless from any liability with respect to such assumed obligations.
Assumption of Liabilities of Seller. Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein, on the Closing Date (and subject to and conditioned upon the Closing), Purchaser shall assume, and agree to pay, perform and discharge when due, the Assumed Liabilities. Other than the Assumed Liabilities, THE PURCHASER IS NOT ASSUMING, NOR SHALL IT IN ANY MANNER BECOME LIABLE FOR, ANY DEBTS, LIABILITIES, OBLIGATIONS, OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER OF ANY SELLER OR ANY OF ITS AFFILIATES (INCLUDING THE SHAREHOLDER), INCLUDING, WITHOUT LIMITATION, (I) TAXES OF ANY KIND OR ANY DEBTS, LIABILITIES, OBLIGATIONS, OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER RELATING TO SELLERS, THE SHAREHOLDER OR TO THE EXCLUDED ASSETS AND (II) THE EXCLUDED LIABILITIES.
Assumption of Liabilities of Seller. In addition to the ----------------------------------- payment of the Purchase Price, Buyer, at the Closing, subject to the terms and conditions of this Agreement, shall assume and agree to pay, perform or discharge (i) the rents, taxes and utilities to the extent related to the period from and after the Closing as set forth on Schedule 1.6 (the "Specified Rents, ------------ Taxes and Utilities"), and (ii) the obligations of Seller under the Assumed Contracts (including herein any equipment leases entered into by Seller in connection with the Business) arising or accruing on and after the Closing Date in accordance with the terms thereof, (collectively, including the Specified Rents, Taxes and Utilities, the "Assumed Liabilities"). In the event of a conflict between the terms and provisions of this (S)1.6 and those of Schedule -------- 1.6, those of Schedule 1.6 shall control. --- ------------
Assumption of Liabilities of Seller. At the Closing, subject to the conditions contained herein, Seller shall transfer and assign to Buyer, and Buyer shall assume, pay for, perform and discharge from and after the Effective Time, as and when due and payable, the following liabilities of Seller associated with the Branches and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Liabilities”):
A. All deposits associated with the Branches and listed on Schedule 1.3A) (as such Schedule may be updated in accordance with Section 1.7) as of the Effective Time (the “Deposits”), together with all rights, duties and obligations of Seller associated therewith, including, but not limited to, the agreements with customers associated with such deposits (the “Deposit Agreements”; the holders of record of the Deposits are hereinafter referred to as the “Depositors”); and
B. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts set forth on Schedule 1.1(A) (as such Schedule may be updated in accordance with Section 1.7). Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Liabilities as if Buyer had itself incurred such obligations and liabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “deposit” shall have the meaning of such term as defined in section 3(l) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(l).
Assumption of Liabilities of Seller. Subject to SECTION 2.2 hereof, ------------------------------------ as of the Closing Date, Purchaser shall assume responsibility for the performance and satisfaction of the executory obligations and liabilities of Seller arising from and after the Effective Time pursuant to the Contracts assigned pursuant to SECTION 1.1(B), the Telephone Contracts assigned pursuant to SECTION 1.1(G) and the Office Lease assigned pursuant to SECTION 1.1(H), but excluding any obligations or liabilities arising from or relating to any breach or violation of such Contracts, Telephone Contracts or Office Lease by Seller or default under such Contracts, Telephone Contracts or Office Lease by Seller. The executory obligations and liabilities of Seller specifically assume pursuant to this SECTION 2.1 are hereinafter referred to as the "Assumed Liabilities."
