Depositors. As a result of the Bank Merger, each holder of a deposit account at Citizens Bank shall become a holder of a deposit account at Xxxxxx Federal with the same rights, privileges and obligations as a member of Xxxxxx MHC as a holder of a deposit account at Xxxxxx Federal at the effective time of the Bank Merger. In any mutual-to-stock conversion of Xxxxxx MHC, to the extent permitted by Regulatory Authorities, all deposit accounts established at Citizens Bank prior to the effective time of the Bank Merger shall be deemed to have been established at Xxxxxx Federal on the date that they were established at Citizens Bank.
Depositors jointly and severally, shall be liable for and shall reimburse and indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Losses incurred by Escrow Agent in connection with its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be indemnified for Losses caused by its gross negligence or willful misconduct.
(a) Depositors may remove Escrow Agent at any time by giving to Escrow Agent thirty (30) calendar days’ prior notice in writing signed by all Depositors. Escrow Agent may resign at any time by giving to Depositors thirty (30) calendar days’ prior written notice thereof.
(b) Within ten (10) calendar days after giving the foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation from Escrow Agent, all Depositors shall jointly agree on and appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such 10-day period, Escrow Agent may, in its sole discretion, deliver the Escrowed Funds to any of the Depositors at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be paid by, and be deemed a joint and several obligation of, the Depositors.
(c) Upon receipt of the identity of the successor Escrow Agent, Escrow Agent shall either deliver the Escrowed Funds then held hereunder to the successor Escrow Agent, less Escrow Agent’s fees, costs and expenses or other obligations owed to Escrow Agent, or hold such Escrowed Funds (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid.
(d) Upon delivery of the Escrowed Funds to successor Escrow Agent, Escrow Agent shall have no further duties, responsibilities or obligations hereunder.
(a) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by ...
Depositors. (a) No later than 30 days prior to the Closing Date (unless earlier required by law, regulation or regulatory policy), (i) Seller will notify the holders of Assumed Deposits to be transferred on the Closing Date that, subject to Closing, Purchaser will be assuming liability for such Assumed Deposits, (ii) each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers of the Branch and other persons that Seller or Purchaser, as the case may be, is required to give by any regulatory authority having jurisdiction or under applicable Federal or State law or the terms of any other agreement between Seller and any customer in connection with the transactions contemplated hereby and (iii) following or concurrently with the notice referred to in clause (i) above, Purchaser may communicate with and deliver information, brochures, bulletins and other communications to depositors and other customers of the Branch concerning the transactions contemplated by this Agreement and concerning the business and operations of Purchaser. A party proposing to send or publish any notice or communication pursuant to any subsection of this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least ten days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable statutes, rules, regulations or requirements of any regulatory authority having jurisdiction. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser.
(b) Following the giving of any notice described in paragraph (a) above, Purchaser and Seller shall deliver to each new customer at the Branch such notice or notices as may be reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability for the Assumed Deposits and to comply with the requirements of any regulatory authority or applicable law. The cost of such notices shall be shared equally by Seller and Purchaser. At any time after the receipt of all Regulatory Approvals, within five Business Days following any r...
Depositors. The term "Depositors" shall mean the AGI subsidiary, Depositors Insurance Company, an Iowa stock insurance corporation.
Depositors. At the Merger Effective Time, each deposit account holder of Downers Grove immediately prior to the Merger Effective Date shall receive, without payment, a withdrawable account or accounts in the Resultant Institution equal in withdrawal amount to the account or accounts held in Downers Grove immediately prior to the Merger Effective Time. Each such deposit account holder shall become a depositor of the Resultant Institution and shall have the same rights, privileges and obligations as the depositors of BankFinancial. Deposit accounts of BankFinancial shall continue as deposit accounts of the Resultant Institution and deposit accounts of the Resultant Institution shall be issued on the same basis as accounts that were issued by BankFinancial prior to the Merger.
Depositors. “Depositors” means account holders having Deposits booked by Seller at the Offices.
Depositors. Any holder of Common Stock or Class A Stock who is a Xxxxx Family Member, as defined in the Amended and Restated Certificate of Incorporation of AOS as adopted by its stockholders on , 2009 (the “AOS Certificate”) may become a Depositor and thereby a party to this Agreement at any time, with the consent of the Trustees, by executing and delivering to the Trustees a deposit letter in substantially the form hereto annexed as Exhibit “A” and by depositing the certificates representing Shares owned by the Depositor, duly authorized for transfer, with the Trustees, together with a sum sufficient to cover any governmental charges incidental to such transfer. The Trustees shall have the sole discretion to determine whether an individual is eligible to be a Depositor pursuant to this Agreement. Each Depositor, by the deposit of his or her Shares hereunder, shall, as of the date of deposit, become a party to and be bound by all the terms and provisions of this Agreement with the same effect as if an initial Depositor hereunder. Any Depositor may, at any time or from time to time following the initial deposit of Shares hereunder, deposit additional Shares.
Depositors. At the Merger Effective Time, each deposit account holder of BankFinancial and University immediately prior to the Merger Effective Date shall become a depositor of the Resultant Institution.
Depositors declaration
Depositors. (a) At such time as the parties hereto may agree, (i) Seller will notify the holders of Assumed Deposits and Retail Repos to be transferred on the Closing Date that, subject to Closing, Purchaser will be assuming liability for such Assumed Deposits and Retail Repos,
