Deposit Liabilities. Assume and thereafter discharge, pay in full and perform all of SELLER’s obligations and duties relating to the Deposit Liabilities attributable to the Offices. The term “Deposit Liabilities” means all of SELLER’s obligations, duties and liabilities of every type and character relating to all deposit accounts attributable to the Offices as of the Closing (a preliminary confidential listing of which has been provided by SELLER to BUYER as of the date of this Agreement) other than (i) XXXXX accounts, (ii) deposit accounts securing any loan of SELLER which is not an Office Loan, for which BUYER assumes no liability, (iii) deposits of SELLER employees who are not Transferred Employees (as defined below), and (iv) deposits of current directors of SELLER and its affiliates. The deposit accounts referred to in the immediately preceding sentence (the “Deposit Accounts”) include, without limitation, passbook, statement savings, checking, Money Market and NOW accounts, certificates of deposit and Individual Retirement Accounts (“IRAs”) for which SELLER has not received, on or before the Closing Date, the written advice from the account holder of such account holder’s objection or failure to accept BUYER as successor. The “obligations, duties and liabilities” referred to in the definition of Deposit Liabilities include, without limitation, the obligation to pay and otherwise process all Deposit Accounts in accordance with applicable law and their respective contractual terms (including the accrual and payment of interest following the Closing), and the duty to supply all applicable reporting forms for periods following the Closing Date including, without limitation, IRS Form 1099 reports relating to the Deposit Accounts to be filed and provided after the Closing Date relating to interest accrued after the Closing Date;
Deposit Liabilities. Make any change in its current deposit policies, including pricing and acceptance, and shall not take any actions designed to materially decrease the aggregate level of deposits as of the date of this Agreement.
Deposit Liabilities. No selection procedures believed to be adverse to Buyer have been utilized by Seller in selecting the Deposit Liabilities. The Deposit Liabilities are insured by the FDIC to the fullest extent permitted by federal law and no action is pending or has been threatened by the FDIC against Seller with respect to the termination of such insurance. To Seller's knowledge, the Deposit Liabilities (i) are in all respects genuine and enforceable obligations of Seller and have been acquired and maintained in full compliance with all applicable laws, including (but not limited to) the Truth in Savings Act and regulations promulgated thereunder; (ii) were acquired in the ordinary course of Seller's business; and (iii) are not subject to any claims with respect to such Deposit Liabilities that are superior to the rights of persons shown on the records delivered to Buyer indicating the owners of the Deposit Liabilities other than claims against such owners of the Deposit Liabilities, such as state and federal tax liens, garnishments and other judgment claims, which have matured or may mature into claims against the respective Deposit Liabilities.
Deposit Liabilities. Cause or permit any material change in the amount or general composition of deposit liabilities.
Deposit Liabilities. 3 Section 1.4
Deposit Liabilities. The aggregate amount of core deposit liabilities of the Bank (defined as demand, checking, savings, money-market and transactional accounts and certificates of deposit, but excluding, for the avoidance of doubt, brokered certificates of deposit, public funds and deposits acquired through a listing service) shall be equal to at least two hundred thirty seven million U.S. dollars ($237,000,000).
Deposit Liabilities. Cause any material adverse change in the amount or general composition of deposit liabilities other than in the ordinary and usual course of business;
Deposit Liabilities. Seller agrees to assign to Purchaser, and Purchaser agrees to assume on the Determination Date, all obligations and liabilities of Seller to be performed, satisfied, and discharged on and after the Determination Date with respect to Deposits carried on the books of the Branch and existing at the Determination Date and owed to the persons, corporations and other entities (including Deposits held by Individual Retirement Accounts) named as the respective depositors in the books of the Branch at the Determination Date, including, without limitation, (a) all demand deposits, but excluding outstanding cashier's checks and other official checks of Seller, and (b) all time and savings deposits, including accrued and unpaid interest thereon computed through the Determination Date, but excluding any brokered certificates of deposits of Seller (the items included in (a) and (b) above being collectively, the "Deposits"). The term "Deposits" shall not include deposit accounts, if any, that, by law or contract, cannot either be transferred by Seller or assumed by Purchaser. Seller also agrees to transfer to Purchaser all signature cards, deposit contracts, canceled checks and other records required to be retained related to the Deposits in the possession of Seller.
Deposit Liabilities. The Deposit Liabilities are insured by the FDIC to the fullest extent permitted by federal law and no action is pending or has been threatened by the FDIC against Seller with respect to the termination of such insurance, and all premiums and assessments required to be paid in connection therewith have been paid when due by Seller. The Deposit Liabilities were opened, extended or made, and have been maintained, in all material respects in accordance with all applicable federal and state laws, regulations, rules and orders. The Deposit Liabilities (a) are in all respects genuine and enforceable obligations of Seller, and (b) except as set forth in Schedule 6.11 were acquired in the ordinary course of Seller’s business. Seller has made available to Purchaser any material document setting forth the terms and agreements relating to the Deposit Liabilities. During the two (2) years preceding the date hereof, neither Seller nor any of its Affiliates has transferred or booked any material amount of deposit liabilities previously booked to a branch or business location of any Affiliate of Seller.
Deposit Liabilities. The Deposit Liabilities (a) are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by federal law and no action is pending or has been threatened by the Federal Deposit Insurance Corporation against Seller with respect to the termination of such insurance, and all premiums and assessments required to be paid in connection therewith have been paid when due by Seller, and (b) are, subject to Section 7.10, in all material respects genuine and enforceable obligations of Seller. Seller has made available to Purchaser all material documents in its possession setting forth the terms and agreements relating to the Deposit Liabilities.
