Liabilities Assumed by Assuming Institution. The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):
Liabilities Assumed by Assuming Institution. The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Purchase and Assumption Agreement BROOKSVILLE, FLORIDA December 8, 2010 pay, perform and discharge, all of the following liabilities of the Failed Bank as of the Bank Closing Date, except as otherwise provided in this Agreement (such liabilities referred to as “Liabilities Assumed”):
Liabilities Assumed by Assuming Institution. The Assuming Institution expressly assumes at up to Book Value (subject to adj ustment pursuant to Article VIII) and will pay, perform and discharge, all of the following liabilities of the Failed Bank, in each case (x) to the extent (and only to the extent) reflected on the Accounting Records of the Failed Bank as of the Bank Closing Date and (y) in the case of any financial obligations (whether fixed or contingent; accrued or unaccrued; liquidated or unliquidated; at law or in equity; matured or unmatured; foreseen or unforeseen; suspected or unsuspected; secured or unsecured; known or unknown), other than unfunded Commitments and undrawn obligations under any letters of credit issued by the Failed Bank, to the extent (and only to the extent) included in the calculation of Book Value for purposes of the Initial Payment or any adjustment to the Initial Payment pursuant to Article VIII; provided that under no circumstance will any Excluded Liabilities be assumed by the Assuming Institution under this Section 2.1 (those assumed liabilities, "Liabilities Assumed"):
Liabilities Assumed by Assuming Institution. The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform and discharge, all of the following liabilities of the Failed Bank as of the Bank Closing Date, except as otherwise provided in this Agreement (such liabilities referred to as “Liabilities Assumed”): (a) Assumed Deposits, except those Deposits specifically listed on Schedule 2.1(a); provided, that as to any Deposits of public money which are Assumed Deposits, the Assuming Institution agrees to properly secure such Deposits with such Acquired Assets as appropriate which, prior to the Bank Closing Date, were pledged as security by the Failed Bank, or with assets of the Assuming Institution, if such securing Acquired Assets, if any, are insufficient to properly secure such Deposits; (b) liabilities for indebtedness incurred by the Failed Bank, reflected on the Accounting Records of the Failed Bank on the Bank Closing Date, and secured by any perfected Lien on or affecting any Acquired Asset; provided, that the amount of any liability assumed pursuant to this Section 2.1(b) (x) shall be limited to the market value (as determined by the Receiver) of the Acquired Assets securing such liability and (y) is not subject to adjustment pursuant to Article VIII; (c) all borrowings from, and obligations and indebtedness to Federal Reserve Banks and Federal Home Loan Banks, if any, whether currently owed, or conditional or not yet matured, including but not limited to, if applicable, (i) advances, including principal, interest, and any prepayment fees, costs and expenses; (ii) letters of credit, including any reimbursement obligations; (iii) acquired member assets programs, including representations, warranties, credit enhancement obligations and servicing obligations; (iv) affordable housing programs, including retention agreements and other contracts and monitoring obligations; (v) swaps and other derivatives; and (vi) safekeeping and custody agreements, provided, that the assumption of any liability pursuant to this Section 2.1(c) shall be limited to the market value of the assets securing such liability as determined by the Receiver; and overdrafts, debit balances, service charges, reclamations and adjustments to accounts with the Federal Reserve Banks as reflected on the books and records of any such Federal Reserve Bank within ninety (90) days after the Bank Closing Date, if any; (d) ad valorem taxes (prorated through the Bank Closing...
Liabilities Assumed by Assuming Institution. ... 13 2.2 Liabilities Not Assumed by the Assuming Institution .............................................................. 15 2.3
Liabilities Assumed by Assuming Institution. The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIID and will pay, perform, and discharge, all of the following liabilities of the Failed Bank as of the Bank Closing Date, except as otherwise provided in this Agreement (those liabilities, "Liabilities Assumed"): Version 13.2 -PURCHASE AND ASSUMPTION AGREEMENT SIGNATURE BRIDGE BANK, NA NewYork,NewYork
