Common use of Notice to Customers Clause in Contracts

Notice to Customers. Prior to the Closing, Seller may, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Within thirty (30) calendar days prior to the Closing Date, Buyer shall, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Buyer’s notification letter shall also set forth the details of Buyer’s administration of the Loans to be purchased and the Deposits to be assumed. Seller shall provide Buyer with a list of Customers to whom such notice shall be sent. Each party shall consult with the other as to the substance of its notification letter and shall furnish a copy of such letter to the other prior to sending it. Persons who become Customers subsequent to such notifications and prior to the Closing shall be given a copy of Buyer’s notification letter and Buyer’s notification brochure at the time they become Customers. Seller shall post a notice approved by Buyer at the Branches at least thirty (30) calendar days prior to the Closing to the effect that any Deposits or Loans not assumed by Buyer shall be transferred to another of Seller’s branches. In the event that Buyer determines that it will consolidate one or both of the Branches into existing branches of Buyer, then Seller shall take all reasonable steps to assist Buyer and use reasonable efforts to provide necessary notices to Customers of that Branch, at Buyer’s expense for reasonable costs, to effect such consolidation.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Citizens Financial Corp/De/), Purchase and Assumption Agreement (Allegheny Bancshares Inc)

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Notice to Customers. Prior As soon as possible and no later than 15 days from the date of consummation of the Merger, Seller will provide Purchaser with an intermediate customer list on the accounts to be assumed and Loans to be purchased, identical to the Closinglist used by Seller for notification purposes. As of the Effective Time, Seller maywill provide a final customer list of the assumed accounts and obligors under the Loans to be purchased. In addition to the notice requirements set forth in Section 3.4(c), at its sole cost on such date mutually agreed upon by Seller and expensePurchaser, but not later than 30 days after the date of consummation of the Merger, Seller and Purchaser will jointly notify the Customers that, subject holders of the accounts to the conditions to Closing, Buyer will be purchasing the Loans assumed and assuming the Deposits. Within thirty (30) calendar days prior to the Closing Date, Buyer shall, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Buyer’s notification letter shall also set forth the details of Buyer’s administration of the Loans to be purchased that, subject to closing requirements, Purchaser will be assuming the duties and liabilities of the Deposits accounts or responsibility for the Asset being purchased. The notification will be based on the list referred to above and a log maintained at the Branch of new accounts opened and Loans originated since the date of said list. Seller will provide Purchaser with a copy of said log up to the date of Seller’s mailing. Purchaser may send additional correspondence and materials to the customers of the Branch at any time after the initial notification sent by Seller and Purchaser and will send notifications to the customers not less than 30 days prior to Closing, setting out the details of its administration of the accounts to be assumed. Seller shall provide Buyer with a list of Customers to whom such notice shall be sent. Each party shall consult with will obtain the approval of the other as to the substance of on its notification letter and shall furnish a copy of such letter to the other letter(s) prior to sending itmailing, which approvals will not be unreasonably withheld or delayed. Persons who become Customers subsequent to such Holders of deposit accounts opened following the notifications contemplated above and prior to the Closing shall will be given a copy of Buyerboth Purchaser’s and Seller’s notification letter and Buyer’s notification brochure letters by Seller at the time they become Customersthe account is opened. Seller shall post a notice approved by Buyer at the Branches at least thirty (30) calendar days prior and Purchaser will cooperate to the Closing provide all notices to the effect that any Deposits or Loans not assumed by Buyer shall be transferred to another of Seller’s branches. In the event that Buyer determines that it will consolidate one or both customers of the Branches into existing branches of Buyer, then Seller shall take all reasonable steps to assist Buyer and use reasonable efforts to provide necessary notices to Customers of that Branch, at Buyer’s expense for reasonable costs, to effect such consolidationBranch required by law in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (First Bancorp, Inc /ME/)

Notice to Customers. Prior to the Closing, Seller may, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Within thirty (30) calendar days prior to the Closing Date, Buyer shall, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Buyer’s 's notification letter shall also set forth the details of Buyer’s 's administration of the Loans to be purchased and the Deposits to be assumed. Seller shall provide Buyer with a list of Customers to whom such notice shall be sent. Each party shall consult with the other as to the substance of its notification letter and shall furnish a copy of such letter to the other prior to sending it. Persons who become Customers subsequent to such notifications and prior to the Closing shall be given a copy of Buyer’s 's notification letter and Buyer’s Seller's notification brochure at the time they become Customers. Seller shall post a notice approved by Buyer at the Branches Branch at least thirty (30) calendar days prior to the Closing to the effect that any Deposits or Loans not assumed by Buyer shall be transferred to another of Seller’s 's branches. In the event that Buyer determines that it will consolidate one or both of the Branches into existing branches of Buyer, then Seller shall take all reasonable steps to assist Buyer and use reasonable efforts to provide necessary notices to Customers of that Branch, at Buyer’s expense for reasonable costs, to effect such consolidation.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Citizens Financial Corp/De/)

Notice to Customers. Prior to the Closing, Seller mayshall provide Purchaser with an intermediate customer list on the accounts to be assumed, at its sole cost and expenseidentical to the list used by Seller for notification purposes. As of the Effective Time, Seller shall provide a final customer list of the assumed accounts. On such date as the Purchaser may reasonably specify (but in no case prior to receipt of all necessary regulatory approvals), Seller shall notify the Customers holders of the accounts and safe deposit business to be assumed and the Loans to be purchased, that, subject to closing requirements, Purchaser will be assuming the conditions duties and liabilities of the accounts or responsibility for the Asset being purchased. The notification will be based on the list referred to in the preceding paragraph and a log maintained at the Branch of new accounts opened since the date of said list. Seller shall provide Purchaser with a copy of said log up to the date of Seller’s mailing. Purchaser shall send notifications to the same holders five (5) days following Seller’s mailing which is to be completed not less than forty-five (45) days prior to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Within thirty (30) calendar days prior to the Closing Date, Buyer shall, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer will be purchasing the Loans and assuming the Deposits. Buyer’s notification letter shall also set forth setting out the details of Buyer’s its administration of the Loans to be purchased and the Deposits accounts to be assumed. Seller shall provide Buyer with a list of Customers to whom such notice shall be sent. Each party shall consult with obtain the approval of the other as to the substance of on its notification letter and shall furnish a copy of such letter to the other letter(s) prior to sending itmailing, which approvals shall not be unreasonably withheld or delayed. Persons who become Customers subsequent to such Holders of deposit accounts opened following the notifications contemplated above and prior to the Closing shall will be given a copy of Buyerboth the Purchaser’s and Seller’s notification letter and Buyer’s notification brochure letters by Seller at the time they become Customers. Seller shall post a notice approved by Buyer at the Branches at least thirty (30) calendar days prior to the Closing to the effect that any Deposits or Loans not assumed by Buyer shall be transferred to another of Seller’s branches. In the event that Buyer determines that it will consolidate one or both of the Branches into existing branches of Buyer, then Seller shall take all reasonable steps to assist Buyer and use reasonable efforts to provide necessary notices to Customers of that Branch, at Buyer’s expense for reasonable costs, to effect such consolidationaccount is opened.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Ohio Legacy Corp)

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Notice to Customers. Prior Seller shall provide Buyer with an intermediate customer list on the Accounts and safe deposit business to be assumed, together with a set of mailing labels containing such information as Buyer shall specify and data tapes thereof, as of the month-end prior to Buyer's scheduled mailing referred to below. On the date of Closing, Seller mayshall provide a final customer list on the assumed accounts. On such date as the Buyer may reasonably specify (but in no case prior to receipt of all necessary regulatory approvals), at its sole cost and expense, Seller shall notify the Customers holders of the Accounts and safe deposit business to be assumed and the Loans to be purchased, if any, that, subject to the conditions to Closingclosing requirements, Buyer will be purchasing the Loans and assuming the Depositsduties and liability of the Accounts and safe deposit business or responsibility for the asset being purchased. Within thirty (30) calendar days prior to the Closing Date, Buyer shall, at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer The notification will be purchasing based on the Loans list and assuming labels referred to in the Deposits. Buyer’s notification letter shall also set forth preceding paragraph and a log maintained at the details Branches of Buyer’s administration new Accounts opened since the date of the Loans to be purchased and the Deposits to be assumedsaid list. Seller shall provide Buyer with a list copy of Customers said log up to whom such notice the date of Seller's mailing. Buyer shall send notifications to the same holders five (5) days following Seller's mailing, setting out the details of its administration of the Accounts to be sentassumed. Each party shall consult with obtain the approval of the other as to the substance of on its notification letter and shall furnish a copy of such letter to the other letter(s) prior to sending itmailing, which approvals shall not be unreasonably withheld or delayed. Persons who become Customers subsequent to such Holders of deposit Accounts opened following the notifications contemplated above and prior to the Closing shall will be given a copy of both the Buyer’s 's and Seller's notification letter and Buyer’s notification brochure letters by Seller at the time they become Customers. Seller shall post a notice approved by Buyer at the Branches at least thirty (30) calendar days prior to the Closing to the effect that any Deposits or Loans not assumed by Buyer shall be transferred to another of Seller’s branches. In the event that Buyer determines that it will consolidate one or both of the Branches into existing branches of Buyer, then Seller shall take all reasonable steps to assist Buyer and use reasonable efforts to provide necessary notices to Customers of that Branch, at Buyer’s expense for reasonable costs, to effect such consolidationaccount is opened.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Park National Corp /Oh/)

Notice to Customers. Prior to the ClosingAs soon as practicable after execution of this ------------------- Agreement, Seller may, will at its sole cost and expense, notify the Customers that, subject to the conditions to Closing, Buyer Sub will be purchasing the Loans and assuming the Deposits. Within thirty (30) calendar days prior to the Closing Date, Buyer Sub shall, at its sole cost and expense, notify the Customers within ten (10) Business Days of Seller's notification to Customers that, subject to the conditions to Closing, Buyer Sub will be purchasing purchase the Loans Assets and assuming the Deposits. Buyer’s notification letter shall also set forth the details of Buyer’s administration will assume satisfaction of the Loans to be purchased and the Deposits to be assumedLiabilities. Seller shall provide Buyer or Buyer Sub with a list of Customers to whom such notice shall be sent. Each party shall consult with the other as to the substance of its notification letter and shall furnish a copy of such finalized letter to the other prior to sending itit to Customers. Persons who become Customers of the Seller subsequent to such notifications and prior to the Closing Date shall be given a copy of Buyer’s notification letter and Buyer’s notification brochure given, at the time they become Customers, written notification setting forth the same information as contained in the letter notification to Customers. Seller shall post a notice approved by Buyer at the Branches Branch at least thirty (30) calendar days prior to the Closing Date advising Customers that, subject to the effect satisfaction of the conditions to Closing, Buyer Sub will purchase the Assets and assume the Liabilities and that any Assets not purchased or Deposits or Loans not assumed by Buyer Sub shall be transferred to another of Seller’s branches. In the event that Buyer determines that it will consolidate one or both of the Branches into existing branches of Buyer, then Seller shall take all reasonable steps to assist Buyer and use reasonable efforts to provide necessary notices to Customers of that Branch, at Buyer’s expense for reasonable costs, to effect such consolidation's branch offices.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Abc Bancorp)

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