Juniper Bank Sample Clauses

Juniper Bank will provide America West with a written report of the calculation made pursuant to this Section 4.7 within thirty (30) days after the end of each calendar year of the Term, whether or not any payment is due to America West. If any payment is due to America West, it shall be made concurrently with delivery of the calculation.
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Juniper Bank. Juniper Bank shall use America West Confidential Information only for purposes of the solicitations and in connection with the opening and administration of Affinity Card and New Services Accounts and issuance of Cards as a result of the solicitations, and will not sell, rent, or otherwise make available America West Confidential Information to any third party.
Juniper Bank. America West shall indemnify, defend (by counsel reasonably acceptable to Juniper Bank) and hold Juniper Bank, its parent and affiliate companies, and their respective officers, directors, employees and permitted assigns, harmless for, from and against any Losses, as defined below, arising out of, relating to or attributable to: (i) any act or omission of America West, its officers, employees or agents in the performance of their obligations hereunder; (ii) any failure by America West to comply with the terms and conditions of this Agreement; (iii) America West's failure or refusal to give FF Program mileage credit to a FF Participant provided that Juniper Bank correctly notifies America West as provided herein or America West's failure or refusal to otherwise provide FF Program benefits to FF Participants (except as permitted by the FF Program), which failure or refusal is unrelated to any act, omission, failure or refusal on the part of Juniper Bank for which America West is indemnified hereunder; (iv) any failure to comply with laws and regulations applicable to the airline industry or frequent flyer programs; and (iv) publicity and/or advertising proposed, developed and/or conducted by America West including, but not limited to, any claims or determination that the publicity or advertising is illegal or misleading provided that this shall not extend to any changes to such publicity or advertising requested by Juniper Bank, in writing, and made by America West or such publicity or advertising approved by Juniper Bank relating to the credit card.

Related to Juniper Bank

  • Management of the Company The business and affairs of the Company shall be managed by the Sole Member. Any action so approved may be taken by the Sole Member on behalf of the Company and any action so taken shall bind the Company.

  • Name of the Company The name of the company to be stated in the Certificate and the limited liability company governed by this Agreement shall be "New-U Pictures Development LLC".

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Company The term “

  • Capital of the Company Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. The Class A Member shall not be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

  • The Bank Merger Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

  • The Bank SECTION 1.01. The Bank hereby resigns from its Capacities under the Agreements.

  • Successor to the Company The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

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