Common use of Assumption of Liabilities of Seller Clause in Contracts

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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded Deposits; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the other book liabilities of Seller attributable to the Branches identified on Schedule 1.3(d), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (e) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts; (f) all duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (g) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Leases; (h) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed Contracts; and (i) all liabilities, duties and obligations of Seller with respect to the Assets arising or to be performed after the Effective Time. Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Time, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Deposit” includes all uncollected items included in the Depositors’ balances and credited on the books of Seller, and has the meaning set forth in Section 3(l) of the Federal Deposit Insurance Act (“FDIA”), 12 U.S.C. § 1813(l).

Assumption of Liabilities of Seller. On At the terms and Closing, subject to the conditions contained in this Agreement, at the Closingherein, 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 associated with the Branches Branch and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Assumed Liabilities”): (a) the A. All 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 Branch 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”) 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 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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded Deposits; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the other book liabilities of Seller attributable to the Branches identified on Schedule 1.3(d), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (e) all B. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit ContractsContracts set forth on Schedule 1.1(B) (as such Schedule may be updated in accordance with Section 1.7); (f) all C. All duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including including, without limitation, any unfunded commitments obligations to make advances or lines disbursements of credit relating principal with respect to and in accordance with the Loans;terms of any Loan; and (g) D. If Xxxxxxx Xxxx becomes an Assumed Employee, then all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under with respect to the Branch Leases; (h) all liabilities, duties and obligations benefit accrued as of Seller arising or to be performed after the Effective Time under the Assumed Contracts; and nonqualified deferred compensation agreement (ithe “SERP”) all liabilities, duties and obligations of Seller with respect to the Assets arising or to be performed after the Effective Timeidentified on Schedule 1.3(D). Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Timeliabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Depositdeposit” includes all uncollected items included in the Depositors’ balances and credited on the books of Seller, and has shall have the meaning set forth of such term as defined in Section section 3(l) of the Federal Deposit Insurance Act (“FDIA”)Act, 12 U.S.C. § 1813(l).

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)(i1.3(a) as updated pursuant to Section 3.92.8, 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, including 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 (excluding credit card loans) that are not scheduled on Schedule 1.1(b) or are otherwise excluded from the AssetsAssets or where Seller’s principal customer relationship with such deposit customer is based out of a Seller’s branch other than a Branch; (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 deposit broker; (viiviii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries subsidiaries, officers (other than Retained Employees) or directors (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded Deposits; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (dc) the other book liabilities of Seller attributable to the Branches identified on Schedule 1.3(d1.3(c), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (ed) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts; (fe) all duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (gf) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Leases; (hg) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed Contracts; and (ih) all liabilities, duties and obligations of Seller with respect to the Assets arising or to be performed after the Effective Time. Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Time, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Deposit” includes all uncollected items included in the Depositors’ balances and credited on the books of Seller, and has the meaning set forth in Section 3(l) of the Federal Deposit Insurance Act (“FDIA”), 12 U.S.C. § 1813(l).

Assumption of Liabilities of Seller. On At the Closing, subject to the terms and subject to the conditions contained in this Agreement, at the Closingherein, Seller shall transfer and assign to Buyer, and Buyer shall assume, honor, pay for, perform and discharge from and after the Effective Time, as and when due and payable, the following liabilities of Seller attributable to associated with 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 A. All 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 and listed on Schedule 1.3(A) (as such Schedule may be updated in accordance with Section 1.7) as of the Effective Time (the “Deposits”), which listed Deposits shall not include (i) that are set forth any time deposits with a maturity date on Schedule 1.3(a)(ior after Mxxxx 0, 0000, (xx) any brokered deposits or “public unit deposits” as updated pursuant to Section 3.9such term is defined in 12 CFR Part 330, and accrued and unpaid interest on (iii) any interest-bearing Deposits existing at deposits that have a negative balance as of the Effective Time (“Accrued Interest Payable”)Time, 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”); 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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded Deposits; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the other book liabilities of Seller attributable to the Branches identified on Schedule 1.3(d), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (e) all B. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts;Contracts set forth on Schedule 1.1(B) (as such Schedule may be updated in accordance with Section 1.7); and (f) all duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (g) all liabilitiesC. All responsibilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch LeasesLoan Documents related to the Loans, including, without limitation, any obligations to make advances or disbursements of principal with respect to and in accordance with the terms of any Loan. D. All responsibilities, duties, and obligations of Seller with respect to the Records; (h) all liabilitiesE. All responsibilities, duties duties, and obligations of Seller arising or to be performed after the Effective Time under with respect to the Assumed ContractsReal Property, the Branch Lease, and the Branch Personal Property; and (i) all liabilitiesF. All responsibilities, duties duties, and obligations of Seller with respect to the Assets arising Custodial/Fiduciary Accounts, the related plan or trustee/custodian arrangements, and other assets to be performed after the Effective Timeextent transferred pursuant to Section 1.1(I). Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Timeliabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Depositdeposit” includes all uncollected items included in the Depositors’ balances and credited on the books of Seller, and has shall have the meaning set forth of such term as defined in Section section 3(l) of the Federal Deposit Insurance Act (“FDIA”)Act, 12 U.S.C. § 1813(l).

Assumption of Liabilities of Seller. On At the terms and Closing, subject to the conditions contained in this Agreement, at the Closingherein, 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 associated with the Branches Branch and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Assumed Liabilities”): A. All deposits (a) other than the deposits retained by Seller under Section 1.2) listed on Schedule 1.3A (including all escrow deposit liabilities relating to the Loans and all XXX Deposits that are not Excluded Deposits, as such terms are defined hereinSchedule may be updated in accordance with Section 1.7) associated with the Branches as of the Effective Time Time, and all IRAs to the extent contemplated by Section 1.12 (collectively, 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 liabilities, duties and obligations of Seller associated therewith, including, but not limited to, the agreements with customers associated with such Deposits 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 and accrued but unpaid interest expense 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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded Deposits; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the other book liabilities of Seller attributable to the Branches identified on Schedule 1.3(d), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (e) all B. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts; (f) all C. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time with respect to the Loans, including under the loan documents related to the Loans, including including, without limitation, any unfunded commitments obligations to make advances or lines disbursements of credit relating principal with respect to and in accordance with the Loansterms of any Loan; (g) all D. All liabilities, duties and obligations of Seller associated with the Credit Card Accounts; E. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Real Property Leases; (h) all F. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time with respect to the Real Property; G. All liabilities, duties and obligations of Seller arising or to be performed with respect to the Overdraft Protection Lines of Credit and the Overdraft Protection Loans, including under the loan documents related thereto; H. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed ContractsEquipment Leases; and (i) all I. All liabilities, duties and or obligations of Seller which are expressly identified elsewhere in this Agreement as being assumed, performed or discharged or paid by Buyer. Buyer will not assume or have any responsibility with respect to the Assets arising or to be performed after the Effective Time. Buyer shall succeed to and assume all obligations and liabilities any other liability of Seller that is not identified as a Liability pursuant to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Time, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Deposit” includes all uncollected items included in the Depositors’ balances and credited on the books of Seller, and has the meaning set forth in Section 3(l) of the Federal Deposit Insurance Act (“FDIA”), 12 U.S.C. § 1813(l)1.3.

Assumption of Liabilities of Seller. On At the terms and Closing, subject to the conditions contained in this Agreement, at the Closingherein, 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 Branch and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Assumed Liabilities”): (a) the A. All 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 Branch 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 deposits through the Effective Time (“Accrued Interest PayableInterest”), together with all duties and obligations of Seller associated therewith, including, but not limited to, the agreements with customers associated with such Deposits deposits (the “Deposit Agreements”; the holders of record of the Deposits are hereinafter referred to as the “Depositors”); provided, however, that the Deposits will shall not include (i) any deposit account that candeposits which are pledged to secure loans of Seller which are not be assumed by Buyer because of legal impedimentsLoans and which are specifically listed on Schedule 1.3(a); (ii) any deposit account accounts that is involved in any pending have become or threatened litigation, mediation are deemed “dormant” or arbitration with Seller as of the Closing Date“closed” accounts by Seller; (iii) any deposits that associated with out of area relationships which are pledged to secure any loans that maintained by the Seller and which are not scheduled listed on Schedule 1.1(b1.3(a); (iv) any deposits of customers offices or directors of Seller who have one Independent Bank Group, Inc., or more loans from Seller that are not scheduled on Schedule 1.1(b) the deposits of any officers and directors of any of its affiliates and subsidiaries (other than officers of the Branch); 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 IRAs or Xxxxx Accounts created by a trust for accounts. B. All liabilities, duties and obligations of Seller arising or to be performed after the benefit of employees and that are intended to comply with Effective Time under the provisions of Section 401 of the Code; (vii) any brokered deposit that is obtained from or through the mediation or assistance of a deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded DepositsSafe Deposit Contracts; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the C. All other book liabilities of the Seller attributable to the Branches identified on Schedule 1.3(d)Branch, together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (e) all liabilities; provided, duties and however, that Other Liabilities shall not include any obligations of the Seller arising for advances from the Federal Home Loan Bank or to be performed after any of the Effective Time under liabilities of the Safe Deposit Contracts;Seller specifically listed on Schedule 1.3(c); and (f) all D. All duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (g) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Leases; (h) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed Contracts; and (i) all liabilities, duties and obligations of Seller with respect to the Assets arising or to be performed after the Effective Time. Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Timeliabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. The parties understand and agree that Seller will have no obligation to make payments after the Closing Date with respect to any service or maintenance contracts that cover equipment or facilities located at the Branch. For purposes of this Agreement, the term “Depositdeposit” includes shall include, but not be limited to, all uncollected items included in the Depositorsdepositors’ balances and credited on the books of Seller, and has shall have the meaning set forth identical to that defined in Section 3(lsection 3(ℓ) of the Federal Deposit Insurance Act (“FDIA”)Act, 12 U.S.C. § 1813(l1813(ℓ).

Assumption of Liabilities of Seller. On At the terms and Closing, subject to the conditions contained in this Agreement, at the Closingherein, 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 general ledger of Seller (all of which are collectively referred to herein as the “Assumed "Liabilities”"): (a) the A. All 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 including accrued and unpaid interest on any interest-bearing Deposits existing at deposits through the Effective Time (“( "Accrued Interest Payable”Interest"), together with all duties and obligations of Seller associated therewith, including, but not limited to, the agreements with customers associated with such Deposits deposits (the “"Deposit Agreements”"; the holders of record of the Deposits are hereinafter referred to as the “"Depositors”"); provided, however, but the Deposits will shall not include (i) any the deposits of the Branches listed on Schedule 1.3A nor shall the Deposits include deposit account that cannot be assumed by Buyer because overdrafts present on the books of legal impediments; (ii) any deposit account that is involved in any pending the Branches 30 days or threatened litigation, mediation or arbitration with Seller more as of the Closing DateDate unless Buyer agrees otherwise; (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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectivelyfurthermore, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer Deposits shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded Depositsnot exceed $58,000,000; (b) all B. All accrued real estate Taxes taxes on the Real Property acquired attributable to any taxable the portion of the year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b)banking facility; (c) any unfunded commitments and lines of credit relating to the Loans; (d) the other book liabilities of Seller attributable to the Branches identified on Schedule 1.3(d), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”); (e) all C. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts; (f) all D. All duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (g) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Leases; (h) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed ContractsE. All contracts listed on Schedule 1.3E; and (i) all liabilities, duties and obligations of Seller F. All accrued expenses associated with respect to the Assets arising or to be performed after the Effective TimeBranches as contemplated by Section 1.9. Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Timeliabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Deposit” includes "deposit" shall include, but not be limited to, all uncollected items included in the Depositors’ depositors' balances and credited on the books of Seller, and has shall have the meaning set forth identical to that defined in Section 3(lsection 3(1) of the Federal Deposit Insurance Act (“FDIA”)Act, 12 U.S.C. § 1813(l(S) 1813(1).

Assumption of Liabilities of Seller. On At the terms and Closing, subject to the conditions contained in this Agreement, at the Closingherein, 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 A. All 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 deposits through the Effective Time (“"Accrued Interest Payable”Interest"), together with all duties and obligations of Seller associated therewith, including, but not limited to, the agreements with customers associated with such Deposits deposits (the “"Deposit Agreements”"; the holders of record of the Deposits are hereinafter referred to as the “"Depositors”"); provided, however, that the Deposits will shall not include (i) any deposit account that cannot deposits associated with out-of-area relationships which shall be assumed maintained by Buyer because of legal impedimentsthe Seller and which are listed on Schedule 1.3(a); (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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation UnionBancorp, Inc. or any of its affiliates or subsidiaries (collectively, other than officers of the “Excluded Deposits”Branches); provided(iii) any deposits of the officers or directors of UnionBancorp, howeverInc., that prior to or the Closing Date, Buyer deposits of any of the officers and directors of any of its affiliates and subsidiaries (other than officers of the Branches); (iv) any brokered deposits which shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (be maintained by Seller and which third party may be Seller) for those lock box accounts are listed on Schedule 1.3(a)(ii1.3(a) or (the “Lock Box Deposits”v) and, in the event Buyer is unable deposits which are pledged to do so, the Lock Box Deposits will become Excluded Deposits; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the other book liabilities secure loans of Seller attributable to the Branches identified which are not Loans and which are listed on Schedule 1.3(d1.3(a), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”);. (e) all B. All liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts; C. All liabilities, duties and obligations of Seller under the Leases; D. All other book liabilities of the Seller attributable to the Branches, together with any accrued and unpaid interest on any such liabilities through the Effective Time (f) all the "Other Liabilities"); provided, however, that Other Liabilities shall not include any obligations of the Seller for advances from the Federal Home Loan Bank or any of the liabilities of the Seller listed on Schedule 1.3(b); and E. All duties and obligations of Seller arising or to be performed after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (g) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Leases; (h) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed Contracts; and (i) all liabilities, duties and obligations of Seller with respect to the Assets arising or to be performed after the Effective Time. Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Timeliabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. For purposes of this Agreement, the term “Deposit” includes "deposit" shall include, but not be limited to, all uncollected items included in the Depositors’ depositors' balances and credited on the books of Seller, and has shall have the meaning set forth identical to that defined in Section section 3(l) of the Federal Deposit Insurance Act (“FDIA”)Act, 12 U.S.C. § ss. 1813(l).

Assumption of Liabilities of Seller. On At the terms and Closing, subject to the conditions contained in this Agreement, at the Closingherein, 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 Branch and reflected on the books and records of Seller (all of which are collectively referred to herein as the “Assumed Liabilities”): (a) the A. All 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 Branch as of the Effective Time (the “Deposits”) that are set forth on ), a list of which as of April 30, 2012 is attached hereto as Schedule 1.3(a)(i) as updated pursuant to Section 3.91.3(a), and accrued and unpaid interest on any interest-bearing Deposits existing at deposits through the Effective Time (“Accrued Interest PayableInterest”), together with all duties and obligations of Seller arising after the Effective Time associated therewith, including, but not limited to, the agreements with customers associated with such Deposits deposits (the “Deposit Agreements”; the holders of record of the Deposits are hereinafter referred to as the “Depositors”); provided, however, that the Deposits will shall not include (i) any deposit account that candeposits which are pledged to secure loans of Seller which are not be assumed by Buyer because of legal impedimentsLoans and which are listed on Schedule 1.3(a); and (ii) any deposit account accounts that is involved in any pending have become or threatened litigationare deemed “dormant” or “closed” accounts by Seller; B. All liabilities, 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 duties and obligations of Seller who have one arising or more loans from Seller that are not scheduled based on Schedule 1.1(b) circumstances, events, acts or are otherwise excluded from omissions occurring after the Assets; (v) any deposit account which is an individual retirement account (“XXX”) created by a trust for Effective Time under 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 deposit broker; (vii) deposits obtained through the use of any “deposit listing services” (as such term is used in the instructions for preparation of Schedule RC-E of the Consolidated Reports of Condition and Income); (viii) health savings accounts; or (ix) direct deposits of Xxxxxxx First National Corporation or any of its affiliates or subsidiaries (collectively, the “Excluded Deposits”); provided, however, that prior to the Closing Date, Buyer shall use its commercially reasonable efforts to enter into a servicing relationship with a third party (which third party may be Seller) for those lock box accounts listed on Schedule 1.3(a)(ii) (the “Lock Box Deposits”) and, in the event Buyer is unable to do so, the Lock Box Deposits will become Excluded DepositsSafe Deposit Contracts; (b) all accrued real estate Taxes on the Real Property acquired attributable to any taxable year (or portion thereof) during which Buyer owns such Real Property, as determined in accordance with Section 1.8(b); (c) any unfunded commitments and lines of credit relating to the Loans; (d) the C. The other book liabilities of the Seller attributable to the Branches Branch identified on Schedule 1.3(d1.3(c), together with any accrued and unpaid interest on any such liabilities through the Effective Time (the “Other Liabilities”);; and (e) all liabilities, D. All duties and obligations of Seller arising or to be performed after the Effective Time under the Safe Deposit Contracts; (f) all duties and obligations of Seller arising based on circumstances, events, acts or to be performed omissions occurring after the Effective Time under the loan documents related to the Loans, including any unfunded commitments or lines of credit relating to the Loans; (g) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Branch Leases; (h) all liabilities, duties and obligations of Seller arising or to be performed after the Effective Time under the Assumed Contracts; and (i) all liabilities, duties and obligations of Seller with respect to the Assets arising or to be performed after the Effective Time. Buyer shall succeed to and assume all obligations and liabilities of Seller to the extent included in the Assumed Liabilities as of the Effective Time, and shall be liable from then and thereafter to assume, pay, discharge and perform all of the Assumed Liabilities as if Buyer had itself incurred such obligations and liabilities as of the Effective Timeliabilities, and Buyer shall succeed to all rights, offsets and defenses of Seller in connection therewith. The parties understand and agree that Seller will have no obligation to make payments after the Closing Date with respect to any service or maintenance contracts that cover equipment or facilities located at the Branch, a list of which shall be provided to Buyer. For purposes of this Agreement, the term “Depositdeposit” includes shall include, but not be limited to, all uncollected items included in the Depositorsdepositors’ balances and credited on the books of Seller. Notwithstanding anything contained herein to the contrary, and has the meaning except as specifically set forth in Section 3(l) herein, Buyer is not assuming any liability, debts, agreements, commitments, undertaking or obligations of Seller arising or based on circumstances, events, acts or omissions occurring on or prior to the Federal Deposit Insurance Act (“FDIA”), 12 U.S.C. § 1813(l)Effective Time.