Common use of Branch and ATM Consents; Other Facilities Consents Clause in Contracts

Branch and ATM Consents; Other Facilities Consents. (a) FNB shall use its commercially reasonable efforts (which shall not require FNB or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to any Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) to cause every landlord of a Branch Lease or ATM Lease Agreement, the consent of which is required under the terms of the applicable Branch Lease or ATM Lease Agreement to the assignment of such Branch Lease or ATM Lease Agreement to Purchaser, to execute in favor of Purchaser a Landlord Consent. (b) Notwithstanding anything to the contrary contained in this Agreement, FNB's failure to obtain a Landlord Consent from a landlord under a Branch Lease or ATM Lease Agreement after using such commercially reasonable efforts to obtain the same shall not entitle Purchaser to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder with respect to the applicable Branch or ATM location, including without limitation, the assumption of the Deposit Liabilities relating thereto and the payment of the full Purchase Price without any reduction or adjustment, but excluding only the Purchaser's obligation to assume such Branch Lease or ATM Lease Agreement. (c) If, despite FNB's commercially reasonable efforts, a Landlord Consent to assignment of a Branch Lease or ATM Lease Agreement cannot be obtained, or cannot be obtained without the payment of an assignment fee or similar lump sum or rent increase, FNB shall, if permitted without the consent of the Landlord under the Branch Lease or ATM Lease Agreement, sublease the Branch or ATM location to Purchaser pursuant to a sublease agreement which shall be for the remainder of the existing term of the Branch Lease or ATM Lease Agreement, as applicable, and which shall provide for Purchaser to perform all of the obligations of FNB under such Branch Lease or ATM Lease Agreement and which otherwise shall contain mutually agreeable terms (a "Sublease Agreement"). (d) If despite its commercially reasonable efforts (which shall not require FNB or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to such Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) FNB shall be unable to deliver (i) a Landlord Consent with respect to a Branch Lease or ATM Lease Agreement or (ii) a Sublease Agreement, FNB shall make available to Purchaser the space necessary for the operations of the applicable Branch or ATM pursuant to a Use and Occupancy Agreement substantially in the form of EXHIBIT J hereto. (e) Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset, contract, Deposit Liability or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of any Seller thereunder or be contrary to applicable law. If any such consent or approval is not obtained, Sellers will use their commercially reasonable efforts (which shall not require Sellers or their Affiliates to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person) to secure an arrangement reasonably satisfactory to Purchaser insuring that Purchaser will receive the benefits under the agreement for which such consent is being sought following the Closing; provided, however, that Sellers shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain the same as set forth in this Section 8.3 and Purchaser shall remain obligated to close the transactions contemplated herein, subject to the other provisions hereof, and shall have no remedy for Sellers' failure to obtain any such consent or approval or to provide any such alternative arrangement.

Branch and ATM Consents; Other Facilities Consents. (a) FNB Seller shall use its commercially reasonable efforts (which shall not require FNB Seller or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to any Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) to cause every landlord of a Branch Lease or ATM Lease Agreement, the consent of which is required under the terms of the applicable Branch Lease or ATM Lease Agreement to the assignment of such Branch Lease or ATM Lease Agreement to Purchaser, to execute in favor of Purchaser a Landlord Consent. (b) Notwithstanding anything to the contrary contained in this Agreement, FNBSeller's failure to obtain a Landlord Consent from a landlord under a Branch Lease or ATM Lease Agreement after using such commercially reasonable efforts to obtain the same shall not entitle Purchaser to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder with respect to the applicable Branch or ATM location, including without limitation, the assumption of the Deposit Liabilities relating thereto and the payment of the full Purchase Price without any reduction or adjustment, but excluding only the Purchaser's obligation to assume such Branch Lease or ATM Lease Agreement. (c) If, despite FNBSeller's commercially reasonable efforts, a Landlord Consent to assignment of a Branch Lease or ATM Lease Agreement cannot be obtained, or cannot be obtained without the payment of an assignment fee or similar lump sum or rent increase, FNB Seller shall, if permitted without the consent of the Landlord under the Branch Lease or ATM Lease Agreement, sublease the Branch or ATM location to Purchaser pursuant to a sublease agreement which shall be for the remainder of the existing term of the Branch Lease or ATM Lease Agreement, as applicable, and which shall provide for Purchaser to perform all of the obligations of FNB Seller under such Branch Lease or ATM Lease Agreement and which otherwise shall contain mutually agreeable terms (a "Sublease Agreement"). (d) If despite its commercially reasonable efforts (which shall not require FNB Seller or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to such Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) FNB Seller shall be unable to deliver (i) a Landlord Consent with respect to a Branch Lease or ATM Lease Agreement or (ii) a Sublease Agreement, FNB Seller shall make available to Purchaser the space necessary for the operations of the applicable Branch or ATM pursuant to a Use and Occupancy Agreement substantially in the form of EXHIBIT Exhibit J hereto. (e) Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset, contract, Deposit Liability or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of any Seller thereunder or be contrary to applicable law. If any such consent or approval is not obtained, Sellers Seller will use their its commercially reasonable efforts (which shall not require Sellers Seller or their its Affiliates to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person) to secure an arrangement reasonably satisfactory to Purchaser insuring that Purchaser will receive the benefits under the agreement for which such consent is being sought following the Closing; provided, however, that Sellers Seller shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain the same as set forth in this Section 8.3 and Purchaser shall remain obligated to close the transactions contemplated herein, subject to the other provisions hereof, and shall have no remedy for Sellers' Seller's failure to obtain any such consent or approval or to provide any such alternative arrangement.

Branch and ATM Consents; Other Facilities Consents. (a) FNB Sellers shall use its their commercially reasonable efforts (which shall not require FNB any Seller or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to any Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) to cause every landlord of a Branch Lease or ATM Lease Agreement, the consent of which is required under the terms of the applicable Branch Lease or ATM Lease Agreement to the assignment of such Branch Lease or ATM Lease Agreement to Purchaser, to execute in favor of Purchaser a Landlord Consent. (b) Notwithstanding anything to the contrary contained in this Agreement, FNB's failure to obtain a Landlord Consent from a landlord under a Branch Lease or ATM Lease Agreement after using such commercially reasonable efforts to obtain the same shall not entitle Purchaser to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder with respect to the applicable Branch or ATM location, including without limitation, the assumption of the Deposit Liabilities relating thereto and the payment of the full Purchase Price without any reduction or adjustment, but excluding only the Purchaser's obligation to assume such Branch Lease or ATM Lease Agreement. (c) If, despite FNB's Sellers' commercially reasonable efforts, a Landlord Consent to assignment of a Branch Lease or ATM Lease Agreement cannot be obtained, or cannot be obtained without the payment of an assignment fee or similar lump sum or rent increase, FNB Sellers shall, if permitted without the consent of the Landlord under the Branch Lease or ATM Lease Agreement, sublease the Branch or ATM location to Purchaser pursuant to a sublease agreement which shall be for the remainder of the existing term of the Branch Lease or ATM Lease Agreement, as applicable, and which shall provide for Purchaser to perform all of the obligations of FNB Sellers under such Branch Lease or ATM Lease Agreement and which otherwise shall contain mutually agreeable terms (a "Sublease Agreement"). (dc) If despite its commercially reasonable efforts (which shall not require FNB or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to such Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) FNB Sellers shall be unable to deliver (i) a Landlord Consent with respect to a Branch Lease or ATM Lease Agreement or (ii) a Sublease Agreement, FNB Sellers shall make available to Purchaser the space at such Branch or ATM location necessary for the operations of the applicable Branch or ATM pursuant to a Use and Occupancy Agreement substantially in the form of EXHIBIT J Exhibit O hereto. (ed) Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset, contract, Deposit Liability or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of any Seller thereunder or be contrary to applicable law. If any such consent or approval is not obtained, Sellers will use their commercially reasonable efforts (which shall not require Sellers any Seller or their its Affiliates to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person) to secure an arrangement reasonably satisfactory to Purchaser insuring that Purchaser will receive the benefits under the agreement for which such consent is being sought following the Closing; provided, however, that Sellers shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain the same as set forth in this Section 8.3 and Purchaser shall remain obligated to close the transactions contemplated herein, subject to the other provisions hereof, and shall have no remedy for Sellers' failure to obtain any such consent or approval or to provide any such alternative arrangement. (e) Notwithstanding anything to the contrary contained in this Agreement, if Sellers are unable to obtain for Purchaser the right to occupy a Branch, whether pursuant to a Landlord Consent or a Sublease Agreement, Purchaser may elect, if in the reasonable opinion of counsel to Purchaser the applicable Branch Lease or ATM Lease Agreement does not authorize Sellers to enter into a Use and Occupancy Agreement with respect thereto, not to enter into such Use and Occupancy Agreement. Notwithstanding such election, Purchaser shall not be entitled to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder, including without limitation, the assumption of the Deposit Liabilities and the payment of the full Purchase Price without any reduction or adjustment; provided that Purchaser shall not be obligated to assume such Branch Lease or ATM Lease Agreement or to purchase the Fixed Assets associated with the applicable Branch or ATM location and, with respect to any such Branch, subject to approval of the United States Department of Justice Purchaser shall not be entitled nor obligated to acquire and assume the Consumer Bank Deposit Liabilities of Customers whose accounts with respect to such Consumer Bank Deposit Liabilities are maintained at such Branch.

Branch and ATM Consents; Other Facilities Consents. (a) FNB Sellers shall use its their commercially reasonable efforts (which shall not require FNB any Seller or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to any Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) to cause every landlord of a Branch Lease or ATM Lease Agreement, the consent of which is required under the terms of the applicable Branch Lease or ATM Lease Agreement to the assignment of such Branch Lease or ATM Lease Agreement to Purchaser, to execute in favor of Purchaser a Landlord Consent. (b) Notwithstanding anything to the contrary contained in this Agreement, FNB's failure to obtain a Landlord Consent from a landlord under a Branch Lease or ATM Lease Agreement after using such commercially reasonable efforts to obtain the same shall not entitle Purchaser to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder with respect to the applicable Branch or ATM location, including without limitation, the assumption of the Deposit Liabilities relating thereto and the payment of the full Purchase Price without any reduction or adjustment, but excluding only the Purchaser's obligation to assume such Branch Lease or ATM Lease Agreement. (c) If, despite FNB's Sellers' commercially reasonable efforts, a Landlord Consent to assignment of a Branch Lease or ATM Lease Agreement cannot be obtained, or cannot be obtained without the payment of an assignment fee or similar lump sum or rent increase, FNB Sellers shall, if permitted without the consent of the Landlord under the Branch Lease or ATM Lease Agreement, sublease the Branch or ATM location to Purchaser pursuant to a sublease agreement which shall be for the remainder of the existing term of the Branch Lease or ATM Lease Agreement, as applicable, and which shall provide for Purchaser to perform all of the obligations of FNB Sellers under such Branch Lease or ATM Lease Agreement and which otherwise shall contain mutually agreeable terms (a "Sublease Agreement"). (dc) If despite its commercially reasonable efforts (which shall not require FNB or its Affiliates to pay any money or other consideration not otherwise duly payable with respect to such Branch Lease or ATM Lease to any Person or to initiate any claim or proceeding against any Person) FNB Sellers shall be unable to deliver (i) a Landlord Consent with respect to a Branch Lease or ATM Lease Agreement or (ii) a Sublease Agreement, FNB Sellers shall (i) notify Purchaser no later than five (5) Business Days prior to the Closing Date on which such Branch or ATM location is to be transferred to Purchaser and (ii) make available to Purchaser the space at such Branch or ATM location necessary for the operations of the applicable Branch or ATM pursuant to a Use and Occupancy Agreement substantially in the form of EXHIBIT J Exhibit O hereto, which agreement Purchaser and the applicable Sellers shall execute at the applicable Closing. Notwithstanding anything to the contrary contained in this Agreement, a Seller's failure to deliver a Landlord Consent from a landlord under a Branch Lease or ATM Lease Agreement, after using reasonable efforts to obtain the same, or a Sublease Agreement, shall not entitle Purchaser to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder with respect to the applicable Branch or ATM, including without limitation the assumption of the Deposit Liabilities relating thereto and the payment of the full Purchase Price without any reduction or adjustment, but excluding only its obligation to assume such Branch Lease or ATM Lease Agreement. If (i) a Seller shall be unable to deliver a Landlord Consent or a Sublease Agreement with respect to a Branch Lease or ATM Lease Agreement, (ii) such Seller shall have exhausted all of its legal remedies in an effort to obtain for Purchaser such consent or sublease arrangement, and (iii) as a result of Seller's failure to deliver a Landlord Consent or a Sublease Agreement, Purchaser shall not be permitted to occupy such Branch or ATM location pursuant to the Use and Occupancy Agreement for the remainder of the term under such Branch Lease or ATM Lease Agreement as in effect as of the applicable Closing Date, then such Seller shall (x) use its commercially reasonable efforts to assist Purchaser in obtaining comparable space reasonably satisfactory to Purchaser in reasonable proximity to such Branch location and (y) shall indemnify and hold harmless Purchaser and Sovereign against any cost and expense (including reasonable attorneys' fees) relating to any claim, proceeding or action commenced by the applicable landlord, which indemnification shall not be subject to any limitation on liability set forth in Section 14.6 hereof. (ed) Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset, contract, Deposit Liability or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of any Seller thereunder or be contrary to applicable law. If any such consent or approval is not obtained, Sellers will use their commercially reasonable efforts (which shall not require Sellers any Seller or their its Affiliates to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person) to secure an arrangement reasonably satisfactory to Purchaser insuring that Purchaser will receive the benefits under the agreement for which such consent is being sought following the Closingits assignment and assumption by Purchaser; provided, however, that Sellers shall have no obligation to obtain such consent or approval or to provide such an alternative arrangement other than the undertaking to use commercially reasonable efforts to obtain the same as set forth in this Section 8.3 7.3 and Purchaser shall remain obligated to close the transactions contemplated herein, subject to the other provisions hereof, and shall have no remedy for Sellers' failure to obtain any such consent or approval or to provide any such alternative arrangement.