Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing. (2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board. (3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions. (4) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written. (5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Sources: Banking Agreement
Concluding provisions. (1) Although the Board has agreed to submit certain reports and other items to the Comptroller for review or approval, the Board acknowledges that it has the ultimate responsibility for proper and sound management of the Bank.
(2) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Formal Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(23) Any time limitations imposed by this Formal Agreement shall begin to run from the effective date of this Formal Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(34) The provisions of this Formal Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Formal Agreement or excepted, waived, or terminated in writing by the Comptroller.
(5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: shall:
(ia) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; ;
(iib) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; ;
(iiic) follow-up on any non-compliance with such actions in a timely and appropriate manner; and and
(ivd) require corrective action be taken in a timely manner of any non-non- compliance with such actions.
(46) This Agreement is intended to be, and shall be construed to be, a supervisory “written agreement entered into with the agency” as contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has the statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by . IN TESTIMONY WHEREOF, the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or exceptedundersigned, waived, or terminated in writing authorized by the Comptroller., has hereunto set his hand on behalf of the Comptroller. ▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Deputy Comptroller Credit Card Bank Supervision Office of the Comptroller of the Currency Date IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman of the Board Signed Date 3-18-03
Appears in 1 contract
Sources: Formal Agreement
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(4) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
(4) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, including the Decision of the Office of the Comptroller of the Currency on the Application to Charter the Bank, the provisions of this Agreement shall control.
(5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board shall:
(i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement;
(ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement;
(iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and
(iv) require corrective action be taken in a timely manner of any non- compliance with such actions.
(6) This Agreement does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or
Appears in 1 contract
Sources: Banking Agreement
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws The provisions of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in any way inhibitfull force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, estop, barwaived, or otherwise prevent terminated in writing by the Comptroller from so doingCommissioner.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative Commissioner for good cause upon written application by the BoardBank.
(3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of regarding any non-compliance with such actions.
(4) Each provision of this Agreement shall be binding upon the Bank and all of its institution-affiliated parties, in their capacities as such, and their successors and assigns.
(5) This Agreement is a "written agreement" for the purposes of Utah Code Annotated, Section 7-1-307, and enforceable under the provisions of that section. The Bank waives the right to challenge the validity of the Agreement under Utah Code Annotated, Section 7-1-307 or any other provision of law. This Agreement shall not be construed to constitute a written agreement, order, capital directive, or prompt corrective action.
(6) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC Commissioner or the United StatesState of Utah. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC Commissioner may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i)Utah Code Annotated, Sections 7-1-307 and 7-1-321, and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC Commissioner has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(57) The provisions of this Agreement shall be effective upon execution by not in any manner bar, estop, or otherwise prevent the parties hereto and its provisions shall continue in full force and effect unless Commissioner or until any other state or federal agency or department from taking any other action affecting the Bank.
(8) All plans, programs, reports, or other such provisions documents the Bank or Board are amended in writing by mutual consent of the parties required to submit to the Commissioner pursuant to this Agreement or excepted, waived, or terminated in writing by should also be simultaneously submitted to the ComptrollerFDIC.
(9) All communications regarding this Agreement shall be sent to:
Appears in 1 contract
Concluding provisions. (1) This Modified Agreement will remain in full force and effect until the OCC, in its sole discretion, elects to terminate said Modified Agreement.
(2) This Modified Agreement shall not be assigned or transferred to any successor of the Bank or Metris.
(3) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Modified Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(24) Any time limitations imposed by this Modified Agreement shall begin to run from the effective date of this AgreementEffective Date. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the BoardBoard of the Bank.
(35) The provisions of this Modified Agreement shall be effective upon the Effective Date and its provisions shall continue in full force and effect unless or until such provisions are Modified in writing by mutual consent of the parties to the Modified Agreement or excepted, waived, or terminated in writing by the Comptroller or his duly authorized representative.
(6) Nothing in this Modified Agreement shall prevent the Bank or Metris from requesting, in writing, amendments to this Modified Agreement as warranted by changing conditions and circumstances at the Bank or Metris. It shall be entirely within the OCC's discretion to grant such amendments.
(7) To the extent that any of the provisions of this Modified Agreement conflict with the terms found in any existing written agreement between the Comptroller and the Bank, the provisions of this Modified Agreement shall control.
(8) In each instance in this Modified Agreement in which the Board of the Bank is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board willshall: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Modified Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Modified Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(49) This Modified Agreement is intended, and shall be construed to be a supervisory "written agreement entered into with the agency" as contemplated by 12 U.S.C. ss. 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the OCC or the United StatesStates of America. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(iss. 1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United StatesStates of America, the U.S. United States Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s 's exercise of its supervisory responsibilities. The terms of this Modified Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(4) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
(4) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, including the Decision of the Office of the Comptroller of the Currency on the Application to Charter the Bank, the provisions of this Agreement shall control.
(5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board shall:
(i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement;
(ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement;
(iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and
(iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(6) This Agreement does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this 2001 Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this 2001 Agreement shall begin to run from the effective date of this 2001 Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) In each instance in this 2001 Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: will exercise best efforts to (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this 2001 Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this 2001 Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action to be taken in a timely manner of any non-compliance with such actions.
(4) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this 2001 Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the 2001 Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Sources: Consent Order
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed The provisions of this Written Agreement shall be effective upon him execution by the several laws parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the United States of America parties to undertake any action affecting the BankWritten Agreement or excepted, nothing in this Agreement shall in any way inhibit, estop, barwaived, or otherwise prevent terminated in writing by the Comptroller from so doingFDIC and OFIR.
(2) Any time limitations imposed by this Written Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative FDIC and OFIR for good cause upon written application by the BoardBank.
(3) In each instance in this Written Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Written Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Written Agreement; (iii) follow-follow up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of regarding any non-compliance with such actions.
(4) Each provision of this Written Agreement shall be binding upon the Bank and all of its institution-affiliated parties, in their capacities as such, and their successors and assigns.
(5) This Written Agreement is a “written agreement” for the purposes of section 8 of the ▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, and enforceable under the provisions of that section. The Bank waives the right to challenge the validity of the Written Agreement under the FDIC Act or any other provision of law.
(6) This Written Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC FDIC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC FDIC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor Bank, the OCC has any OFIR and the FDIC have no intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(57) The provisions of this Written Agreement shall not in any manner bar, estop, or otherwise prevent the FDIC or the OFIR or any other federal or state agency or department from taking any other action affecting the Bank
(8) All communications regarding this Written Agreement shall be effective upon execution by sent to:
(a) Michigan Commerce Bank Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (b) M. ▇▇▇▇▇▇▇ ▇▇▇▇ Regional Director Chicago Regional ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (c) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Deputy Commissioner Office of Financial and Insurance Regulation for the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent State of the parties to the Agreement or exceptedMichigan ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Street, waived3rd Floor ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, or terminated in writing by the Comptroller.▇▇ ▇▇▇▇▇-▇▇▇▇
Appears in 1 contract
Sources: Written Agreement
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
(4) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, including the Decision of the Office of the Comptroller of the Currency on the Application to Charter the Bank, the provisions of this Agreement shall control.
(5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: shall:
(i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; ;
(ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; ;
(iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and and
(iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(46) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
(4) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, including the Decision of the Office of the Comptroller of the Currency on the Application to Charter the Bank, the provisions of this Agreement shall control.
(5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board willshall: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(46) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.U.S.C.
Appears in 1 contract
Sources: Banking Agreement
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
(4) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, including the Decision of the Office of the Comptroller of the Currency on the Application to Charter the Bank, the provisions of this Agreement shall control.
(5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board willshall: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(46) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § ss. 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s 's exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by . IN TESTIMONY WHEREOF, the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or exceptedundersigned, waived, or terminated in writing authorized by the Comptroller., has hereunto set his hand on behalf of the Comptroller. ------------------------------------------------ -------------------- Grace E. Dailey Date Depu▇▇ ▇▇▇▇▇▇▇▇▇▇▇ for Large Bank Supervision Office of the Comptroller of the Currency
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at 13.1 If any timeprovision of this Agreement as applied to any party or to any circumstance shall be adjudged by the court of competent jurisdiction to be invalid or unenforceable, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement same shall in no way affect any way inhibitother provision of this Agreement, estop, barthe application of such provision in any other circumstances, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date validity or enforceability of this Agreement. Such time requirements may The parties agree that the provisions of this Agreement are reasonable and intend it to be extended enforced as written. However, if any provision, or part thereof, is held to be unenforceable because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, all parties agree that a Court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provision or types of activities restricted and/or to delete specific words or phrases and in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Boardits reduced form such provision shall then be enforceable.
(3) In each instance 13.2 This Agreement constitutes the entire agreement between the parties hereto relative to the subject matter hereof and supersedes all prior agreements and understandings whether written or oral relative to the subject matter hereof. Except as otherwise specifically set forth in this Agreement in which Agreement, neither parry makes any representation or warranty express or implied, statutory or otherwise to the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(4) other party hereto. This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC amended or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any modified except by written instrument executed by each of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or writtenparties hereto.
(5) The provisions 13.3 No provision of this Agreement shall be effective upon execution deemed to be waived as a result of the failure of either of the parties to require the performance of any term or condition of this Agreement or by other course of conduct. To be effective, a waiver must be in writing, signed by each of the parties hereto and its provisions shall continue in full force and effect unless state specifically that it is intended to constitute a waiver of a term or until such provisions are amended in writing breach of this Agreement. A waiver by mutual consent either of the parties of any term or breach of this Agreement shall not prevent a subsequent enforcement of such term or any other term and shall not be deemed to be a waiver of any subsequent breach.
13.4 This Agreement shall not be assigned by the Manager. This Agreement may be assigned by the Corporation to a related corporation or to any person which purchases or acquires substantially all of the Corporation's assets and undertaking. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. The provisions of sections 6 and 8 of this Agreement or exceptedshall survive the termination of this Agreement.
13.5 All references herein to dollar amounts refer to Canadian funds.
13.6 Each of the parties hereto hereby covenants and agrees to promptly do all such acts and execute all such further agreements, waived, or terminated assurances and other documents as the other party hereto may from time to time reasonably request in writing by be done and/or executed in order to better evidence and/or perfect the Comptrollerrespective matters and things herein provided for and/or the respective obligations created or intended to be created hereby.
13.7 Words importing the singular number include the plural and vice-versa and words importing gender include all genders.
13.8 Headings preceding the text, sections, subsection or paragraphs hereof, have been inserted for the convenience of reference and shall not be construed to affect the meaning or effect of this Agreement.
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him her by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement, unless otherwise provided. Such time requirements may be extended in writing by the Comptroller or his her duly authorized representative for good cause upon written application by the Board.
(3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(4) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the ComptrollerComptroller or her duly authorized representative.
(4) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, the provisions of this Agreement shall control; provided, however, to the extent that any of the provisions of this Agreement conflict with the terms of the Consent Order, the provisions of the Consent Order shall control.
(5) In each instance in this Agreement in which the Board is required to act, the Board shall be obligated to take such measures within the scope of their authority necessary to accomplish such act, and, to the extent that such measures involve directions to management of the Bank, the Board shall be obligated to ensure that management of the Bank follows such directions.
(6) This Agreement is intended, and shall be construed to be a supervisory “written agreement entered into with the agency” as contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the OCC or the
Appears in 1 contract
Sources: Operating Agreement
Concluding provisions. (1) This Agreement will remain in full force and effect until the OCC, in its sole discretion, elects to terminate said Agreement.
(2) This Agreement shall not be assigned or transferred to any successor of the Bank or the Parent.
(3) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(24) Any time limitations imposed by this Agreement shall begin to run from the effective date of this AgreementEffective Date. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the BoardBoard of the Bank.
(35) The provisions of this Agreement shall be effective upon the Effective Date and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller or his duly authorized representative.
(6) Nothing in this Agreement shall prevent the Bank or Metris from requesting, in writing, amendments to this Agreement as warranted by changing conditions and circumstances at the Bank or Metris. It shall be entirely within the OCC's discretion to grant such amendments.
(7) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing written agreement between the Comptroller and the Bank, the provisions of this Agreement shall control.
(8) In each instance in this Agreement in which the Board of the Bank is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board willshall: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(49) This Agreement is intended, and shall be construed to be a supervisory "written agreement entered into with the agency" as contemplated by 12 U.S.C. ss. 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the OCC or the United StatesStates of America. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(iss. 1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United StatesStates of America, the U.S. United States Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s 's exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by . IN TESTIMONY WHEREOF, the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or exceptedundersigned, waived, or terminated in writing authorized by the Comptroller, has hereunto set his hand on behalf of the Comptroller. /s/David D. Gibbons March 18, 2003 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇r For Special Supervision IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. /s/David Booth March 18, 2003 David Bo▇▇▇, ▇▇▇▇▇▇or Date /s/Melvin L. ▇▇▇▇▇▇▇▇ March 18, 2003 Melvin L. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Donald M. ▇▇▇▇▇ March 18, 2003 Donald M. ▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Richard ▇. ▇▇▇▇▇ March 18, 2003 Richard ▇. ▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Roy A. H▇▇▇▇▇▇▇▇ March 18, 2003 Roy A. H▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇ /▇/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ March 18, 2003 Joseph A. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Matthew ▇. ▇▇▇▇▇▇ March 18, 2003 Matthew ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Randie A. ▇▇▇▇▇ March 18, 2003 Randie A. ▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/David D. ▇▇▇▇▇▇▇▇▇ March 18, 2003 David D. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇or Date ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇OF, the undersigned, as the duly elected and acting Board of Directors of Metris, have hereunto set their hands on behalf of Metris. /s/David D. Wesselink March 18, 2003 David D. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇an Date /s/Lee R. A▇▇▇▇▇▇▇, ▇▇. March 18, 2003 Lee R. A▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇or Date /s/C. Hunte▇ ▇▇▇▇ March 18, 2003 C. Hunte▇ ▇▇▇▇, ▇i▇▇▇▇or Date /s/John A. ▇▇▇▇▇▇ March 18, 2003 John A. ▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Thomas M. ▇▇▇▇▇▇▇ March 18, 2003 Thomas M. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/David V. ▇▇▇▇▇▇▇ March 18, 2003 David V. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Walter M. ▇▇▇▇ March 18, 2003 Walter M. ▇▇▇▇, ▇▇▇▇▇▇or Date /s/Thomas H. ▇▇▇ March 18, 2003 Thomas H. ▇▇▇, ▇▇▇▇▇▇or Date /s/Edward B. ▇▇▇▇▇ March 18, 2003 Edward B. ▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Frank D. ▇▇▇▇▇▇▇▇ March 18, 2003 Frank D. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇or Date /s/Ronald N. ▇▇▇▇▇▇ March 18, 2003 Ronald N. ▇▇▇▇▇▇, ▇▇▇▇▇▇or Date EXHIBIT A Liquidity Reserve Deposit Calculation Methodology The Liquidity Reserve Deposit ("LRD") is intended to fund the amount of Liquid Assets necessary to fund Credit Card Receivables that Direct Merchants Credit Card Bank, N.A., Scottsdale, Arizona ("DMCCB" or "Bank") would potentially have to fund on its balance sheet, including for payment of settlement obligations to MasterCard(R), should the daily purchase of Credit Card Receivables by Metris Companies Inc.1 ("MCI") be interrupted due to liquidity problems or unforeseeable causes. Per the terms of the Operating Agreement, the Bank shall suspend authorizations, upon direction from the Office of the Comptroller of the Currency ("OCC"), if Metris fails to fund its portion of Credit Card Receivables.
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him him/her by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Assistant Deputy Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
(4) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board willshall: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(45) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Sources: Banking Compliance Agreement
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actions.
(4) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § ss. 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s 's exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America OCC to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) In each instance in The provisions of this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may shall be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed effective upon execution by the Board Comptroller and its provisions shall continue in full force and effect, subject to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with limitations detailed in Article V, unless or until such actions provisions are modified, waived, or terminated in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actionswriting by the Comptroller.
(4) This To the extent that any of the provisions of this Agreement conflict with the terms in any correspondence between the Comptroller and the Bank, including the April 13, 2000 Preliminary Conditional Charter Approval Letter, or the April 3, 2001 Amended Preliminary Conditional Approval Letter, the provisions of this Agreement shall control.
(5) As used here, the term "Agreement" means a supervisory "written agreement entered into with the agency" as contemplated by 12 U.S.C. Section 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(iSection 1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s 's exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.
Appears in 1 contract
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative for good cause upon written application by the Board.
(3) In each instance in The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in which the Board is required to ensure adherence to, full force and undertake to perform certain obligations effect unless or until such provisions are amended in writing by mutual consent of the Bankparties to the Agreement or excepted, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed waived, or terminated in writing by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of any non-compliance with such actionsComptroller.
(4) The phrase “effective date” shall mean the date that this Agreement is executed by the Comptroller or by his duly authorized representative.
(5) To the extent that any of the provisions of this Agreement conflict with the terms found in any existing agreement between the Comptroller and the Bank, the provisions of this Agreement shall control.
(6) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(5) The provisions of this Agreement shall be effective upon execution by . IN TESTIMONY WHEREOF, the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or exceptedundersigned, waived, or terminated in writing authorized by the Comptroller., has hereunto set his hand on behalf of the Comptroller. ▇▇▇ ▇. ▇▇▇▇▇ Deputy Comptroller Date IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 03/31/2014 Date /s/ 03/31/2014
Appears in 1 contract
Sources: Compliance Agreement
Concluding provisions. (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws The provisions of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in any way inhibitfull force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, estop, barwaived, or otherwise prevent terminated in writing by the Comptroller from so doingFDIC.
(2) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Comptroller or his duly authorized representative FDIC for good cause upon written application by the BoardBank.
(3) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board will: (i) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; (ii) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (iii) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (iv) require corrective action be taken in a timely manner of regarding any non-compliance with such actions.
(4) Each provision of this Agreement shall be binding upon the Bank and all of its institution-affiliated parties, in their capacities as such, and their successors and assigns.
(5) This Agreement is a "written agreement" for the purposes of section 8 of the FDI Act, 12 U.S.C. ss. 1818, and enforceable under the provisions of that section. The Bank waives the right to challenge the validity of the Agreement under the FDI Act or any other provision of law. This Agreement shall not be construed to constitute a written agreement, order, capital directive, or prompt corrective action within the meaning of 12 C.F.R. ss.325.103(b)(1)(iv).
(6) This Agreement expressly does not form, and may not be construed to form, a contract binding on the OCC FDIC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, the OCC FDIC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. § 1818(iss.1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC FDIC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC’s exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or arrangements, or negotiations between the parties, whether oral or written.
(57) The provisions of this Agreement shall be effective upon execution by not in any manner bar, estop, or otherwise prevent the parties hereto and its provisions shall continue in full force and effect unless FDIC or until any other federal or state agency or department from taking any other action affecting the Bank.
(8) All plans, programs, reports, or other such provisions documents the Bank or Board are amended in writing by mutual consent of the parties required to submit to the FDIC pursuant to this Agreement or exceptedshould also be simultaneously submitted to the Commissioner of Financial Institutions, waived, or terminated in writing by the ComptrollerUtah Department of Financial Institutions.
(9) All communications regarding this Agreement shall be sent to:
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