Common use of Liabilities Not Assumed by the Assuming Institution Clause in Contracts

Liabilities Not Assumed by the Assuming Institution. Except for the Liabilities Assumed expressly set forth above, the Assuming Institution shall not assume any claims, debts, obligations or liabilities (whether known or unknown, contingent or unasserted, matured or unmatured), however they may be characterized, that the Failed Bank has, or may now or in the future have, including, (a) the claims, debts, obligations or liabilities of the Failed Bank relating to the contracts listed on Schedule 2.2 (the "Excluded Contracts"); and (b) any direct or indirect Tax liabilities or obligations of the Failed Bank that are attributable to any taxable period (or portion thereof) ending on or before the Bank Closing Date; Notwithstanding anything to the contrary set forth herein, the Assuming Institution shall not assume: (a) any claim against or liability ofthe FDIC in its capacity as receiver for the Failed Bank that, under and in accordance with applicable law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Bank pursuant to 12 U.S.C. § 1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or inj unctive; or (b) any claim against or liability based on any alleged act or omission of the Failed Bank which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Bank under applicable law, including claims and liabilities that are barred under 12 U.S.C.§§ 1821(c), (d), (e) (including§ 1821(e)(3)), (i), or (i); 12 U.S.C. § 1822; 12 U.S.C. § 1823; or 12 U.S.C. § 1825); or (c) any claim against or liability of the FDIC in its capacity as receiver for the Failed Bank that, under and in accordance with applicable law, was, is or will be subject to other similar federal and state laws (including statutory and common law) doctrines that protect financial institution receivers and their assignees 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx, XX

Liabilities Not Assumed by the Assuming Institution. Except for the Liabilities Assumed expressly set forth above, the Assuming Institution shall not assume any claims, debts, obligations or liabilities (whether known or unknown, contingent or unasserted, matured or unmatured), however they may be characterized, that the Failed Bank has, or may now or in the future have, including, (a) the claims, debts, obligations or liabilities of the Failed Bank relating to the contracts listed on Schedule 2.2 (the "Excluded Contracts"); and (b) any direct or indirect Tax liabilities or obligations of the Failed Bank that are attributable to any taxable period (( or portion thereof) ending on or before the Bank Closing Date; and (c) the SIGNET Network. Notwithstanding anything to the contrary set forth herein, the Assuming Institution shall not assume: (a) any claim against or liability ofthe of the FDIC in its capacity as receiver for the Failed Bank that, under and in accordance with applicable law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Bank pursuant to 12 U.S.C. § 1821(d)(3§182l(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or inj unctiveinjunctive; or (b) any claim against or liability based on any alleged act or omission of the Failed Bank which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Bank under applicable law, including claims and liabilities that are barred under 12 U.S.C.§§ 1821(cU.S.C. §§182l(c), (d), (e) (including§ 1821(e)(3including §182l(e)(3)), (i), or (iG); 12 U.S.C. § §1822; 12 U.S.C. § §1823; or 12 U.S.C. § §1825); or (c) any claim against or liability of the FDIC in its capacity as receiver for the Failed Bank that, under and in accordance with applicable law, was, is or will be subject to other similar federal and state laws (including statutory and common law) doctrines that protect financial institution receivers and their assignees 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx(for example, XXthe so-called "D'Oench Doctrine," statutory bona fide purchaser status, involuntary assignee protection, etc.), regardless of whether any of the foregoing powers, immunities, defenses, privileges or other rights are ( or are asserted, claimed or purported to be) available to an assignee of the Failed Bank (including a purchaser of assets from the Failed Bank). The claims, debts, obligations and liabilities referred to in this Section 2.2 are collectively referred to as the "Excluded Liabilities". 2.3.

Liabilities Not Assumed by the Assuming Institution. Except for the Liabilities Assumed expressly set forth above, the Assuming Institution shall does not assume any claims, debts, obligations or liabilities (whether known or unknown, contingent or unasserted, matured or unmatured), however they may be characterized, that the Failed Bank has, or may now or in the future have, including, (ai) the claims, debts, obligations or liabilities of the Failed Bank relating to the contracts listed on Schedule 2.2 (the "“Excluded Contracts"”); and (bii) any direct or indirect Tax tax liabilities or obligations of the Failed Bank that are attributable to any taxable period (or portion thereof) ending on or before the Bank Closing Date; . Notwithstanding anything to the contrary set forth herein, except for the Liabilities Assumed, the Assuming Institution shall does not assume: (a) any claim against or liability ofthe FDIC in its capacity as receiver for of the Failed Bank Receiver that, under and in accordance with applicable law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Bank Receiver pursuant to 12 U.S.C. § §1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or inj unctiveinjunctive; or (b) any claim against or liability based on any alleged act or omission of the Failed Bank which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Bank Receiver under applicable law, including claims and liabilities that are barred under 12 U.S.C.§§ U.S.C. §§1821(c), (d), (e) (including§ including §1821(e)(3)), (i), or (ij); 12 U.S.C. § §1822; 12 U.S.C. § §1823; or 12 U.S.C. § §1825); or (c) any claim against or liability of the FDIC in its capacity as receiver for the Failed Bank Receiver that, under and in accordance with applicable law, was, is or will be subject to other similar federal and state laws (including statutory and common law) doctrines that protect financial institution receivers and their assignees 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx(for example, XXthe so- called “D’Oench Doctrine,” statutory bona fide purchaser status, involuntary assignee protection, etc.), regardless of whether any of the foregoing powers, immunities, defenses, privileges or other rights are (or are asserted, claimed or purported to be) available to an assignee of the Failed Bank (including a purchaser of assets from the Failed Bank).Interest on Deposit Liabilities.

Liabilities Not Assumed by the Assuming Institution. Except for the Liabilities Assumed expressly set forth above, the Assuming Institution shall does not assume any claims, debts, obligations or liabilities (whether known or unknown, contingent or unassertedfixed, matured or unmaturedoutstanding), however they may be characterized, that the Failed Bank has, or may now or in the future have, including, (ai) the claims, debts, obligations or liabilities of the Failed Bank relating to the contracts listed on Schedule 2.2 (the "Excluded Contracts"); and (bii) any direct or indirect Tax tax liabilities or obligations of the Failed Bank that are attributable to any taxable period (or portion thereof) ending on or before the Bank Closing Date; . Notwithstanding anything to the contrary set forth herein, except for the Liabilities Assumed, the Assuming Institution shall does not assume: (a) any claim against or liability ofthe FDIC in its capacity as receiver for of the Failed Bank Receiver that, under and in accordance with applicable law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Bank Receiver pursuant to 12 U.S.C. § §1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or inj unctiveinjunctive; or (b) any claim against or liability based on any alleged act or omission of the Failed Bank which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Bank Receiver under applicable law, including claims and liabilities that are barred under 12 U.S.C.§§ U.S.C. §§1821(c), (d), (e) (including§ including §1821(e)(3)), (i), or (iG); 12 U.S.C. § §1822; 12 U.S.C. § §1823; or 12 U.S.C. § §1825); or (c) any claim against or liability of the FDIC in its capacity as receiver for the Failed Bank Receiver that, under and in accordance with applicable law, was, is or will be subject to other similar federal and state laws (including statutory and common law) doctrines that protect financial institution receivers and their assignees 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx(for example, XXthe so­ called "D'Oench Doctrine," statutory bona fide purchaser status, involuntary assignee protection, etc.), regardless of whether any of the foregoing powers, immunities, defenses, privileges or other rights are (or are asserted, claimed or purported to be) available to an assignee of the Failed Bank (including a purchaser of assets from the Failed Bank).

Liabilities Not Assumed by the Assuming Institution. Except for the Liabilities Assumed expressly set forth above, the Assuming Institution shall does not assume any claims, debts, obligations or liabilities (whether known or unknown, contingent or unassertedfixed, matured or unmaturedoutstanding), however they may be characterized, that the Failed Bank has, or may now or in the future have, including, (ai) the claims, debts, obligations or liabilities of the Failed Bank relating to the contracts listed on Schedule 2.2 (the "“Excluded Contracts"”); and (bii) any direct or indirect Tax tax liabilities or obligations of the Failed Bank that are attributable to any taxable period (or portion thereof) ending on or before the Bank Closing Date; and (iii) any liabilities associated with the Failed Bank’s cryptocurrency and digital banking business. Notwithstanding anything to the contrary set forth herein, except for the Liabilities Assumed, the Assuming Institution shall does not assume: (a) any claim against or liability ofthe FDIC in its capacity as receiver for of the Failed Bank Receiver that, under and in accordance with applicable law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Bank Receiver pursuant to 12 U.S.C. § §1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or inj unctiveinjunctive; or (b) any claim against or liability based on any alleged act or omission of the Failed Bank which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Bank Receiver under applicable law, including claims and liabilities that are barred under 12 U.S.C.§§ U.S.C. §§1821(c), (d), (e) (including§ including §1821(e)(3)), (i), or (ij); 12 U.S.C. § §1822; 12 U.S.C. § §1823; or 12 U.S.C. § §1825); or (c) any claim against or liability of the FDIC in its capacity as receiver for the Failed Bank Receiver that, under and in accordance with applicable law, was, is or will be subject to other similar federal and state laws (including statutory and common law) doctrines that protect financial institution receivers and their assignees 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx(for example, XXthe so-called “D’Oench Doctrine,” statutory bona fide purchaser status, involuntary assignee protection, etc.), regardless of whether any of the foregoing powers, immunities, defenses, privileges or other rights are (or are asserted, claimed or purported to be) available to an assignee of the Failed Bank (including a purchaser of assets from the Failed Bank).

Liabilities Not Assumed by the Assuming Institution. Except for the Liabilities Assumed expressly set forth above, the Assuming Institution shall not assume any claims, debts, obligations or liabilities (whether known or unknown, contingent or unasserted, matured or unmatured), however they may be characterized, that the Failed Bank has, or may now or in the future have, including, (a) the claims, debts, obligations or liabilities of the Failed Bank relating to the contracts listed on Schedule 2.2 (the "“Excluded Contracts"”); and (b) any direct or indirect Tax liabilities or obligations of the Failed Bank that are attributable to any taxable period (or portion thereof) ending on or before the Bank Closing Date; Notwithstanding anything to the contrary set forth herein, the Assuming Institution shall not assume: (a) any claim against or liability ofthe of the FDIC in its capacity as receiver for the Failed Bank that, under and in accordance with applicable law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Bank pursuant to 12 U.S.C. § §1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non-monetary, equitable or legal, or declarative or inj unctiveinjunctive; or (b) any claim against or liability based on any alleged act or omission of the Failed Bank which is not provable or allowable, or is otherwise barred against the FDIC as receiver for the Failed Bank under applicable law, including claims and liabilities that are barred under 12 U.S.C.§§ U.S.C. §§1821(c), (d), (e) (including§ including §1821(e)(3)), (i), or (ij); 12 U.S.C. § §1822; 12 U.S.C. § §1823; or 12 U.S.C. § §1825); or (c) any claim against or liability of the FDIC in its capacity as receiver for the Failed Bank that, under and in accordance with applicable law, was, is or will be subject to other similar federal and state laws (including statutory and common law) doctrines that protect financial institution receivers and their assignees 00 Xxxxxxx Xxxxxx Xxxxxx Xxxx, XXXX Version 13.2 – PURCHASE AND ASSUMPTION AGREEMENT Santa Clara, California (for example, the so-called “D’Oench Doctrine,” statutory bona fide purchaser status, involuntary assignee protection, etc.), regardless of whether any of the foregoing powers, immunities, defenses, privileges or other rights are (or are asserted, claimed or purported to be) available to an assignee of the Failed Bank (including a purchaser of assets from the Failed Bank). The claims, debts, obligations and liabilities referred to in this Section 2.2 are collectively referred to as the “Excluded Liabilities”.