LIABILITIES OF THE FIRST SURVIVING BANK Sample Clauses

LIABILITIES OF THE FIRST SURVIVING BANK. On the Effective Date, the First Surviving Bank shall be liable for all liabilities of Sunbelt and New Bank. All deposits, debts, liabilities and obligations of Sunbelt and of New Bank, respectively, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Sunbelt or New Bank, as the case may be, shall be those of the First Surviving Bank and shall not be released or impaired by the Initial Consolidation. All rights of creditors and other obligees and all liens on property of either Sunbelt or New Bank shall be preserved unimpaired.
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LIABILITIES OF THE FIRST SURVIVING BANK. At the Initial Consolidation Effective Time, the First Surviving Bank shall be liable for all liabilities of Texas National and New Bank. All deposits, debts, liabilities and obligations of Texas National and of New Bank, respectively, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Texas National or New Bank, as the case may be, shall be those of the First Surviving Bank and shall not be released or impaired by the Initial Consolidation. All rights of creditors and other obligees and all liens on property of either Texas National or New Bank shall be preserved unimpaired.
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LIABILITIES OF THE FIRST SURVIVING BANK. At the effective time of the Initial Merger, the First Surviving Bank shall be liable for all liabilities of State Bank and New Bank. All deposits, debts, liabilities and obligations of State Bank and of New Bank, respectively, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of State Bank or New Bank, as the case may be, shall be those of the First Surviving Bank and shall not be released or impaired by the Initial Merger. All rights of creditors and other obligees and all liens on property of either State Bank or New Bank shall be preserved unimpaired.
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LIABILITIES OF THE FIRST SURVIVING BANK. At the effective time of the Initial Merger, the First Surviving Bank shall be liable for all liabilities of Union and New Bank. All deposits, debts, liabilities and obligations of Union and of New Bank, respectively, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Union or New Bank, as the case may be, shall be those of the First Surviving Bank and shall not be released or impaired by the Initial Merger. All rights of creditors and other obligees and all liens on property of either Union or New Bank shall be preserved unimpaired.
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LIABILITIES OF THE FIRST SURVIVING BANK. At the Initial Merger Effective Time, the First Surviving Bank shall be liable for all liabilities of First Bank and Acquisition. All deposits, debts, liabilities and obligations of First Bank and of Acquisition, respectively, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of First Bank or Acquisition, as the case may be, shall be those of the First Surviving Bank and shall not be released or impaired by the Initial Merger. All rights of creditors and other obligees and all liens on property of either First Bank or Acquisition shall be preserved unimpaired.
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LIABILITIES OF THE FIRST SURVIVING BANK. At the Initial Consolidation Effective Time, the First Surviving Bank shall be liable for all liabilities of Baytown and New Bank. All deposits, debts, liabilities and obligations of Baytown and New Bank, respectively, accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of Baytown or New Bank, as the case may be, shall be those of the First Surviving Bank and shall not be released or impaired by the Initial Consolidation. All rights of creditors and other obligees and all liens on property of either Baytown or New Bank shall be preserved unimpaired. SECTION 1.05
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Related to LIABILITIES OF THE FIRST SURVIVING BANK

  • Liabilities of the Company The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Responsibilities of the Company 11.1 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

  • Responsibilities of the Borrower (a) Anything herein to the contrary notwithstanding, the Borrower shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Credit Party of their respective rights hereunder shall not relieve the Borrower from such obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. None of the Credit Parties shall have any obligation or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Servicer or any Originator thereunder.

  • Respective Liabilities of the Depositor and the Servicer The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Respective Liabilities of the Depositor and the Master Servicer The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

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