Common use of LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER Clause in Contracts

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Attention: Xxxxx Malami, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Room E7056 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attn: Special Issues Unit With respect to a notice under Section 3.5 of this Single Family Shared-Loss Agreement, copies of such notice shall be sent to: Federal Deposit Insurance Corporation Legal Div. 0000 Xxxxxxxxxx Xxx Xxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Managing Counsel (iii) the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement as a result of any accounting adjustments that are made due to or as a result of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2.

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Desert Hills Bank Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. Xxxxxxxxxxthe parties hereto only; provided, X.X. 00000 Attention: Xxxxx Malamihowever, Managerthat, Capital Markets with a copy to: Receiver may assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) to the Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Room E7056 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attn: Special Issues Unit With respect in its corporate capacity without the consent of Assuming Institution. Notwithstanding anything to a notice under Section 3.5 of the contrary contained in this Single Family Shared-Loss Agreement, copies except as is expressly permitted in this Section 6.2, Assuming Institution may not assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) without the prior written consent of such notice the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be sent to: Federal Deposit Insurance Corporation Legal Divvoid ab initio. 0000 Xxxxxxxxxx Xxx Xxxx XxxxxxxxxxxxFor the avoidance of doubt, Xxxxxxx 00000 Attention: Managing Counsel (iii) a merger or consolidation of the Assuming Institution with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale financial institution constitutes the transfer of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement which requires the consent of the Receiver; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Institution, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Institution or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or as a result sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which Assets is less than twenty percent (20%) of the Assuming Institution, its Holding Company or any Affiliate is a party, regardless initial aggregate balance of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2Shared-Loss Assets.

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Xxxxxx River Community Bank Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Attention: Xxxxx Malami, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Room E7056 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attn: Special Issues Unit With respect to a notice under Section 3.5 of this Single Family Shared-Loss Agreement, copies of such notice provision shall be sent to: Federal Deposit Insurance Corporation Legal Divvoid ab initio. 0000 Xxxxxxxxxx Xxx Xxxx XxxxxxxxxxxxFor the avoidance of doubt, Xxxxxxx 00000 Attention: Managing Counsel (iii) a merger or consolidation of the Assuming Institution with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale financial institution constitutes the transfer of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement which requires the consent of the Receiver; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Institution, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Institution or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or as a result sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which Assets is less than twenty percent (20%) of the Assuming Institution, its Holding Company or any Affiliate is a party, regardless initial aggregate balance of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2Shared-Loss Assets.

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Key West Bank, Key West, Florida Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Attention: Xxxxx Malami, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Room E7056 0000 Xxxxxxx Xxxxx XxxxxxxxxKey West Bank, XX 00000 Attn: Special Issues Unit With respect Key West, Florida Notwithstanding anything to a notice under Section 3.5 of the contrary contained in this Single Family Shared-Loss Agreement, copies except as is expressly permitted in this Section 6.2, Assuming Institution may not assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) without the prior written consent of such notice the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be sent to: Federal Deposit Insurance Corporation Legal Divvoid ab initio. 0000 Xxxxxxxxxx Xxx Xxxx XxxxxxxxxxxxFor the avoidance of doubt, Xxxxxxx 00000 Attention: Managing Counsel (iii) a merger or consolidation of the Assuming Institution with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale financial institution constitutes the transfer of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement which requires the consent of the Receiver; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Institution, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Institution or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or as a result sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which Assets is less than twenty percent (20%) of the Assuming Institution, its Holding Company or any Affiliate is a party, regardless initial aggregate balance of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2Shared-Loss Assets.

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Key West Bank, Key West, Florida Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. XxxxxxxxxxWashington, X.X. 00000 D.C. 20429 Attention: Xxxxx MalamiXxxxxx, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Room E7056 0000 Xxxxxxx Xxxxx XxxxxxxxxKey West Bank, XX 00000 Attn: Special Issues Unit With respect Key West, Florida Notwithstanding anything to a notice under Section 3.5 of the contrary contained in this Single Family Shared-Loss Agreement, copies except as is expressly permitted in this Section 6.2, Assuming Institution may not assign or otherwise transfer this Single Family Shared-Loss Agreement (in whole or in part) without the prior written consent of such notice the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be sent to: Federal Deposit Insurance Corporation Legal Divvoid ab initio. 0000 Xxxxxxxxxx Xxx Xxxx XxxxxxxxxxxxFor the avoidance of doubt, Xxxxxxx 00000 Attention: Managing Counsel (iii) a merger or consolidation of the Assuming Institution with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale financial institution constitutes the transfer of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement which requires the consent of the Receiver; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Institution, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Institution or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Single Family Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or as a result sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which Assets is less than twenty percent (20%) of the Assuming Institution, its Holding Company or any Affiliate is a party, regardless initial aggregate balance of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2Shared-Loss Assets.

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company R-G Premier Bank Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Attention: Xxxxx MalamiXxxxxx, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company R-G Premier Bank Room E7056 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000 2226 Attn: Special Issues Unit With respect to a notice under Section 3.5 of this Single Family Shared-Loss Agreement, copies of such notice shall be sent to: Federal Deposit Insurance Corporation Legal DivDivision 0000 Xxxxx Xx. 0000 Xxxxxxxxxx Xxx Xxxx XxxxxxxxxxxxXxxxxx, Xxxxxxx Xxxxx 00000 Attention: Managing CounselRegional Counsel the rights and obligations of the Receiver hereunder (in whole or in part) to the Federal Deposit Insurance Corporation in its corporate capacity without the consent of Assuming Institution. Notwithstanding anything to the contrary contained in this Single Family Shared-Loss Agreement, except as is expressly permitted in this Section 6.2, the Assuming Institution may not assign or otherwise transfer this Single Family Shared-Loss Agreement or any of the Assuming Institution’s rights or obligations hereunder (in whole or in part), or sell or transfer of any subsidiary of the Assuming Institution holding title to Shared-Loss Assets or Shared-Loss Securities, without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole and absolute discretion. An assignment or transfer of this Single Family Shared-Loss Agreement includes: (i) a merger or consolidation of the Assuming Institution with or into another company, if the shareholders of the Assuming Institution will own less than sixty-six and two/thirds percent (66.66 %) of the equity of the consolidated entity; (ii) a merger or consolidation of the Assuming Institution’s Holding Company with or into another company, if the shareholders of the Holding Company will own less than sixty-six and two/thirds percent (66.66 %) of the equity of the consolidated entity; (iii) the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement as a result of any accounting adjustments that are made due to or as a result of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2.

LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER. All notices, demands and other communications hereunder shall be in writing and shall be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows: If to Receiver, to: Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company Wakulla Bank Division of Resolutions and Receiverships 000 00xx Xxxxxx, X.X. XxxxxxxxxxWashington, X.X. 00000 D.C. 20429 Attention: Xxxxx MalamiXxxxxx, Manager, Capital Markets with a copy to: Federal Deposit Insurance Corporation as withheld by the Receiver for Tifton Banking Company Room E7056 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attn: Special Issues Unit With respect to a notice under Section 3.5 in its sole and absolute discretion. An assignment or transfer of this Single Family Shared-Loss AgreementAgreement includes: (i) a merger or consolidation of the Assuming Institution with or into another company, copies if the shareholders of such notice shall be sent to: Federal Deposit Insurance Corporation Legal Div. 0000 Xxxxxxxxxx Xxx Xxxx Xxxxxxxxxxxxthe Assuming Institution will own less than sixty-six and two/thirds percent (66.66 %) of the equity of the consolidated entity; (ii) a merger or consolidation of the Assuming Institution’s Holding Company with or into another company, Xxxxxxx 00000 Attention: Managing Counselif the shareholders of the Holding Company will own less than sixty-six and two/thirds percent (66.66 %) of the equity of the consolidated entity; (iii) the sale of all or substantially all of the assets of the Assuming Institution to another company or person; or (iv) a sale of shares by any one or more shareholders that will effect a change in control of the Assuming Institution, as determined by the Receiver with reference to the standards set forth in the Change in Bank Control Act, 12 U.S.C. 1817(j). For the avoidance of doubt, any transaction under this Section 6.2 that requires the Receiver’s consent that is made without consent of the Receiver hereunder will relieve the Receiver of any of its obligations under this Single Family Shared-Loss Agreement. No Loss shall be recognized under this Single Family Shared-Loss Agreement as a result of any accounting adjustments that are made due to or as a result of any assignment or transfer of this Single Family Shared-Loss Agreement or any merger, consolidation, sale or other transaction to which the Assuming Institution, its Holding Company or any Affiliate is a party, regardless of whether the Receiver consents to such assignment or transfer in connection with such transaction pursuant to this Section 6.2.