Common use of Communications with Customers Clause in Contracts

Communications with Customers. (a) Following the Determination Date but not earlier than fifteen (15) days prior to the anticipated Closing Date, Parent shall send statements to the Company Bank customers announcing the transactions contemplated hereby (such statements being herein called “Customer Notices”). The form and content of each Customer Notice shall be subject to the approval of the parties and the cost of printing and mailing the Customer Notices shall be borne by Parent. Following the Determination Date, Parent shall also be entitled to provide at its own expense, such other notices or communications to Company Bank customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the Company, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent or its affiliates contact any Company Bank customers prior to the Determination Date without the prior written consent of the Company, which consent may not be unreasonably withheld or delayed; provided that Parent may contact Company Bank customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank with Company Bank customers through branch offices of Parent Bank existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers to Parent Bank with respect to banking or other financial services provided by Parent Bank, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 2 contracts

Samples: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp)

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Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen (15) and 25 days prior to the anticipated Closing DateDate or a lesser time period as the parties may agree, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called “Customer Notices”). The form and content of each Customer Notice shall be subject to the approval of each of the parties hereto and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller and Parent, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Seller and Parent which consent may not be unreasonably granted or withheld or delayedin its sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (Bar Harbor Bankshares)

Communications with Customers. (a) Following the Determination Date but not earlier than fifteen (15) days prior At a time to the anticipated Closing Datebe mutually agreed upon by Purchaser and Sellers, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called “Customer Notices”). The form and content of each Customer Notice shall be subject to the approval of the both parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySellers, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent or its affiliates Purchaser contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the CompanySellers, which consent may not be unreasonably granted or withheld or delayedin their sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof. (c) Purchaser and Sellers agree to cooperate and to otherwise act in good faith to preserve Customer relationships, including without limitation, preparing joint advertisements or engaging in other joint activities. Purchaser and Sellers shall share equally the costs associated with any such initiatives.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (1st United Bancorp, Inc.), Purchase and Assumption Agreement (Cib Marine Bancshares Inc)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen (15) days or such longer period if required by law prior to the anticipated Closing DateDate or as Seller and Purchaser otherwise may mutually agree in writing, Parent Purchaser shall send statements a Customer Notice to the Company Bank customers announcing the transactions contemplated hereby (such statements being herein called “Customer Notices”)each Customer. The form and content of each Customer Notice shall be subject to the approval of the parties Purchaser and Seller and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller, which approval shall not unreasonably be withheld or delayed. Purchaser shall provide Seller with advance copies of any Customer Notices and other notices or communications in order for Seller to have a reasonable opportunity to review and comment on such notices and communications. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Closing Date without the prior written consent of the CompanySeller, which consent may not be unreasonably withheld or delayedwithheld; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Old National Bancorp /In/)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen (15) days prior to the anticipated Closing Date, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each Customer Notice shall be subject to the approval of the parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySellers, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Sellers which consent may not be unreasonably granted or withheld or delayedin their sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Independent Bank Corp)

Communications with Customers. (a) Purchaser shall send statements to the Customers whose Loans or Deposit Liabilities are being purchased or assumed by Purchaser at the First Closing announcing the transactions contemplated hereby. Following the Determination Final Approval Date but not earlier than fifteen forty-five (1545) days prior to the anticipated Second Closing Date, Parent Purchaser shall send statements to the Company Bank customers Customers whose Loans or Deposit Liabilities are being purchased or assumed by Purchaser at the Second Closing announcing the transactions contemplated hereby. Following the Final Approval Date but not earlier than forty-five (45) days prior to the Third Closing Date, Purchaser shall send statements to the Customers whose Loans or Deposit Liabilities are being purchased or assumed by Purchaser at the Third Closing announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each Customer Notice shall be subject to the reasonable approval of the both parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser (except as provided in Section 11.17 hereof). Following On or after the Determination date hereof but prior to the First Closing Date, Parent with respect to Customers whose Loans and/or Deposit Liability accounts are being transferred to Purchaser at the First Closing, prior to the Second Closing Date, with respect to Customers whose Loans and/or Deposit Liability accounts are being transferred to Purchaser at the Second Closing and prior to the Third Closing Date, with respect to Customers whose Loans and/or Deposit Liability accounts are being transferred to Purchaser at the Third Closing, Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySellers, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Sellers which consent may not be unreasonably granted or withheld or delayedin their sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereofSeptember 3, 1999, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Sovereign Bancorp Inc)

Communications with Customers. (a) Following the Determination Date but not earlier than fifteen (15) days prior to the anticipated Closing Final Approval Date, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each ---------------- Customer Notice shall be subject to the approval of the both parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Seller which consent may not be unreasonably granted or withheld or delayedin its sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.. 18 26 ARTICLE XI

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Greater Atlantic Financial Corp)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier and no more than fifteen (15) 25 days prior to the anticipated Closing DateDate or a lesser time period as the parties may agree, Parent but in no event prior to the expiration of the time period provided in Section 6.13(d) for Purchaser to terminate this Agreement, Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each Customer Notice shall be subject to the approval of the both parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Seller and Purchaser shall fully cooperate with each other in the timely scheduling of such communications. Seller agrees to provide appropriate mailing lists and accompanying electronic data files in order to facilitate the mailing of Customer Notices. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Seller which consent may not be unreasonably granted or withheld or delayedin its sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bar Harbor Bankshares)

Communications with Customers. (a) Following the Determination Date but not earlier than fifteen (15) days prior Closing, Buyer shall be entitled to the anticipated Closing Date, Parent shall send statements to the Company Bank customers Customers whose Loans or Deposit Liabilities have been purchased or assumed by Buyer at the Closing announcing the transactions contemplated hereby Transaction (such statements being herein in this Agreement called "Customer Notices"). The form and content of each any Customer Notice shall be subject to at the approval sole discretion of the parties Buyer, and the cost of printing and mailing the Customer Notices shall be borne solely by ParentBuyer. Following On or after the Determination Closing Date, Parent Buyer shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby Transaction as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the Company, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided hereinin this Agreement, in no event will Parent Buyer or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Closing Date without the prior written consent of the CompanySeller which may be granted or withheld in its sole discretion; provided, which consent may not be unreasonably withheld or delayed; provided however, that Parent Buyer may contact Company Bank customers Customers in connection with (i) advertising, solicitations solicitations, or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust trust, or other financial services relationships of Parent Bank Buyer and its Affiliates with Company Bank customers Customers through branch offices of Parent Bank Buyer and its Affiliates existing as of the date hereofMay 1, 2007, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Buyer and its Affiliates with respect to banking or other financial services provided by Parent BankBuyer and its Affiliates, and (iv) notices or communications relating to the transactions contemplated hereby Transaction in accordance with the provisions hereofof this Agreement; provided, however, that in the case of each such notice or communication, including the notices and communications contemplated by section 10.02, section 10.05, section 10.06, section 10.11, and section 10.14, Buyer shall furnish to Seller a copy of the proposed form of such notice or communication at least five Business Days in advance of the proposed date of first mailing, posting, or other dissemination to customers, and Buyer shall not unreasonably refuse to amend such notice or communication to incorporate any changes that Seller proposes.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Capital Corp of the West)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen (15) days prior to the anticipated Closing Date, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each Customer Notice shall be subject to the approval of the both parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Seller which consent may shall not be unreasonably withheld or delayed; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Enterprise Bancorp Inc /Ma/)

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Communications with Customers. Client irrevocably authorizes Administrative Purchaser (ain Administrative Purchaser’s name or in the name of a nominee of Administrative Purchaser) Following to communicate with any Customer obligated on an Approved Account to verify the Determination Date but not earlier than fifteen (15) days balance of such Approved Account or to confirm Client’s sale of goods or rendition of services to such Customer. Administrative Purchaser shall provide prior notice to the anticipated Closing DateClient of any intended communication by Administrative Purchaser with any Customer under this Section 6.6 and, Parent if requested by Client, Administrative Purchaser shall send statements to the Company Bank customers announcing the transactions contemplated hereby (conduct such statements being herein called “Customer Notices”). The form communication together with Client and content of each Customer Notice shall be subject to the approval of the parties and the cost of printing and mailing the Customer Notices shall be borne by Parent. Following the Determination Date, Parent shall also be entitled to provide at its own expense, with Administrative Purchaser acting as a silent participant in any such other notices or communications to Company Bank customers relating to the transactions contemplated hereby as may be required by lawcommunication; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the Company, which approval foregoing shall not unreasonably be withheld or delayed. apply (a) upon and during the continuance of a Servicer Default, (b) Except upon or after termination of this Agreement other than under Section 8.1.1 or 8.1.2(a) hereof, (c) to verifications conducted by Administrative Purchaser through any internet accessible website or electronic portal provided or made available by Customer to Client (“Electronic Verifications”) or (d) at any time that any Purchased Account is ninety (90) or more days past due. Client irrevocably authorizes Administrative Purchaser to conduct such Electronic Verifications at any time and agrees to provide to Administrative Purchaser, upon Administrative Purchaser’s reasonable request therefor, such logins, passwords and other assistance as specifically may be reasonably necessary for Administrative Purchaser to access such internet accessible websites or electronic portals provided hereinor made available by Customer to Client. Without limiting the foregoing, upon and during the continuance of a Servicer Default (whether or not Administrative Purchaser exercises its right to appoint a replacement Servicer) and at any time any Purchased Account is ninety (90) or more days past due, Client irrevocably authorizes Administrative Purchaser (in no event will Parent Administrative Purchaser’s name or its affiliates contact any Company Bank customers prior in the name of a nominee of Administrative Purchaser) to the Determination Date without the prior written consent of the Company, which consent may not be unreasonably withheld or delayed; provided that Parent may contact Company Bank customers settle Commercial Disputes and for all such other purposes arising in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank with Company Bank customers through branch offices of Parent Bank existing as Purchaser’s purchase of the date hereof, (iii) unsolicited inquiries by Company Bank customers to Parent Bank with respect to banking or other financial services provided by Parent Bank, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereofPurchased Account.

Appears in 1 contract

Samples: Account Purchase Agreement (Specialty Building Products, Inc.)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen (15) days prior to the anticipated Closing Date, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each Customer Notice shall be subject to the approval of the parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanyFNB, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, FNB which consent may not be unreasonably granted or withheld or delayedin their sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.. 50

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Independent Bank Corp)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen thirty (1530) days prior to the anticipated Closing Date, Parent Purchaser shall send statements to the Company Bank customers Customers announcing the transactions contemplated hereby (such statements being herein called "Customer Notices"). The form and content of each Customer Notice shall be subject to the approval of the both parties and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser (except as provided in Section 12.17 hereof). Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySellers, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the Company, Sellers which consent may not be unreasonably granted or withheld or delayedin their sole discretion; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Sovereign Bancorp Inc)

Communications with Customers. (a) Following the Determination Final Approval Date but not earlier than fifteen (15) days or such longer period if required by law prior to the anticipated Closing Date, Parent Purchaser shall send statements a Customer Notice to the Company Bank customers announcing the transactions contemplated hereby (such statements being herein called “Customer Notices”)each Customer. The form and content of each Customer Notice shall be subject to the approval of the parties Purchaser and Seller and the cost of printing and mailing the Customer Notices shall be borne solely by ParentPurchaser. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide solely at its own expense, expense such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller, which approval shall not unreasonably be withheld or delayed. (b) Except as specifically provided herein, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Final Approval Date without the prior written consent of the CompanySeller, which consent may not be unreasonably withheld or delayedwithheld; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereof, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Community Bank System Inc)

Communications with Customers. (a) Following the Determination Date but not Not earlier than fifteen (15) days or such longer period if required by applicable law or regulation prior to the anticipated Closing Date, Parent or as the Parties otherwise may mutually agree in writing, Purchaser shall send statements a Customer Notice to the Company Bank customers announcing the transactions contemplated hereby (such statements being herein called “each Customer Notices”)at Purchaser’s sole cost and expense. The form and content of each Customer Notice shall be subject to the approval of the parties and the cost of printing and mailing the Customer Notices shall be borne by Parentboth Parties. Following the Determination Final Approval Date, Parent Purchaser shall also be entitled to provide provide, at its own sole cost and expense, such other notices or communications to Company Bank customers Customers relating to the transactions contemplated hereby by this Agreement as may be required by applicable law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be approved in advance by the CompanySeller, which approval shall not unreasonably be withheld or delayed. Purchaser shall provide Seller with advance copies of any Customer Notices and other notices or communications in order for Seller to have a reasonable opportunity to review and comment on such notices and communications. (b) Except as specifically provided hereinin this Agreement, in no event will Parent Purchaser or its affiliates Affiliates contact any Company Bank customers Customers prior to the Determination Closing Date without the prior written consent of the CompanySeller, which consent may not be unreasonably withheld or delayed; provided that Parent Purchaser may contact Company Bank customers Customers in connection with (i) advertising, solicitations or marketing campaigns not primarily directed to or targeted at Company Bank customersCustomers, (ii) lending, deposit, safe deposit, trust or other financial services relationships of Parent Bank Purchaser with Company Bank customers Customers through branch offices of Parent Bank Purchaser existing as of the date hereofof this Agreement, (iii) unsolicited inquiries by Company Bank customers Customers to Parent Bank Purchaser with respect to banking or other financial services provided by Parent BankPurchaser, and (iv) notices or communications relating to the transactions contemplated hereby by this Agreement in accordance with the provisions hereofof this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bar Harbor Bankshares)

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