Common use of Assumption of XXX Account Deposits Clause in Contracts

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, Seller will use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian of all such XXX deposits except self-directed XXX deposits, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will perform all of the duties so delegated and comply with the terms of Seller’s agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXX, such deposit liabilities shall be excluded from Assumed Deposits for purposes of this Agreement.

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, Seller will use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish or accompany the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian of all such XXX deposits except self-directed XXX deposits, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will perform all of the duties so delegated and comply with the terms of Seller’s agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the third (3rd) Business Day prior to the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or XXX, the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXXXXX or if Purchaser, in its sole discretion, has notified Seller that such XXX shall be excluded from the Assumed Deposits, such deposit liabilities shall be excluded from Assumed Excluded Deposits for purposes of this Agreement.

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, Seller will shall use reasonable efforts and will shall cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish or accompany the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian of all such XXX deposits except self-directed XXX deposits, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will shall perform all of the duties so delegated and comply with the terms of Seller’s agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the third (3rd) Business Day prior to the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or XXX, the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXXXXX or if Purchaser, in its sole discretion, has notified Seller that such XXX shall be excluded from the Assumed Deposits, such deposit liabilities shall be excluded from Assumed Excluded Deposits for purposes of this Agreement.

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, prior to the Closing Date, Seller will, or will use its commercially reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary or appropriate to cause Huntington pursuant to the Huntington Agreement, to accomplish either the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or to an Affiliate of Purchaser) of Huntington's or Seller’s 's, as applicable, authority and responsibility as custodian of all such XXX deposits (except self-directed XXX deposits), each to be effective as of the Effective Time, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will perform all of the duties so delegated and comply with the terms of Huntington's or Seller’s 's, as applicable, agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXX, such deposit liabilities shall be excluded from Assumed Deposits for purposes of this AgreementAgreement and shall constitute "Excluded XXX Account Deposits."

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, Seller will shall use commercially reasonable efforts and will shall cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish or accompany the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian of all such XXX deposits except self-directed XXX deposits, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will shall perform all of the duties so delegated and comply with the terms of Seller’s agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the third (3rd) Business Day prior to the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or XXX, the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXXXXX or if Purchaser, in its sole discretion, has notified Seller that such XXX shall be excluded from the Assumed Deposits, such deposit liabilities shall be excluded from Assumed Excluded Deposits for purposes of this Agreement.

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, prior to the Closing Date, Seller will use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish effect either the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or to an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian of all such XXX deposits (except self-directed XXX deposits), each to be effective as of the Effective Time, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will perform all of the duties so delegated and comply with the terms of Seller’s agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXX, such deposit liabilities shall be excluded from Assumed Deposits for purposes of this AgreementAgreement and shall constitute “Excluded XXX Account Deposits.”

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAs, Seller will use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish or accompany the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or an Affiliate of Purchaser) of Seller’s 's authority and responsibility as custodian of all such XXX deposits except self-directed XXX deposits, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will perform all of the duties so delegated and comply with the terms of Seller’s 's agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or the account holder has notified Seller or Purchaser of the account holder’s 's objection to Purchaser acting as custodian or trustee of such XXX, such deposit liabilities shall be excluded from Assumed Deposits for purposes of this Agreement.

Assumption of XXX Account Deposits. (a) With respect to Assumed Deposits in IRAsIRAs and SEPs (except those XXX and SEP accounts which are excluded under the definition of Deposits), Seller will use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary or appropriate to accomplish either the appointment of Purchaser (or an Affiliate of Purchaser designated by Purchaser) as successor custodian or trustee or the delegation to Purchaser (or an Affiliate of Purchaser) of Seller’s 's authority and responsibility as custodian of all such XXX deposits except self-directed XXX deposits, including, but not limited to, sending to the depositors thereof appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from such depositors, executing assignments reasonably satisfactory to Purchaser, and filing any appropriate applications with applicable regulatory authorities. If any such delegation is made to Purchaser (or such AffiliateAffiliates), Purchaser (or such Affiliate) will perform all of the duties so delegated and comply with the terms of Seller’s 's agreement with the depositor of the XXX deposits affected thereby. (b) If, notwithstanding the foregoing, as of the Closing Date, Purchaser shall be unable to retain deposit liabilities in respect of an XXX or the account holder has notified Seller or Purchaser of the account holder’s objection to Purchaser acting as custodian or trustee of such XXXAccount, such deposit liabilities shall be excluded from Assumed Deposits for purposes of this AgreementAgreement and shall constitute "Excluded XXX Account Deposits." No Xxxxx Accounts are being sold.