Common use of Notices to Customers Clause in Contracts

Notices to Customers. (a) The Seller will notify the customers with Deposit Liabilities that, subject to the terms of this Agreement, the Purchaser will be assuming liability for the Deposit Liabilities. (b) No earlier than receipt of all Governmental Approvals, nor later than thirty (30) days prior to the Closing Date, the Purchaser shall, at its sole cost and expense, send all notices to customers of the Branches that are required under applicable law in connection with the transactions contemplated hereby and furnish each such customer with instructions to utilize the Purchaser’s form of checks and to destroy all unused checks on the form of the Seller. The Seller and the Purchaser hereby acknowledge and agree that the notices and other communications to the customers of the Branches contemplated hereby will include information concerning any plans the Purchaser may have, after the Closing Date, to change the terms and conditions (except for rate reductions) with regard to the Deposit Liabilities, and the Purchaser and the Seller will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the customers of the Branches. The Seller will cooperate with the Purchaser in providing such other notices to customers of the Branches as the Purchaser may reasonably request. In addition, the Purchaser may, at its own expense, following the receipt of all Governmental Approvals or earlier with the written consent of the Seller, communicate with and deliver information, brochures, bulletins, press releases and other communications to customers of the Branches concerning the transactions contemplated by this Agreement and concerning the business and operations of the Purchaser. The Purchaser agrees, at its cost and expense, to assign new account numbers effective as of the Closing Date to all deposits of the Branches assumed by the Purchaser pursuant to the terms hereof and to furnish such depositors with a minimum of twenty (20) checks on the forms of the Purchaser, and to instruct such depositors to utilize the Purchaser’s newly furnished checks, drafts and withdrawal order forms and cease using the Seller’s checks, drafts and withdrawal forms previously supplied by the Seller. (c) A Party proposing to send or publish any notice or communication pursuant to this Section 2.10 shall furnish to the other Party a copy of the proposed form of such notice or communication at least five (5) days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall incorporate any changes in such notice as the other Party reasonably proposes as necessary to comply with applicable law or which the other Party reasonably requests for any proper business purpose. All joint notices or communications shall be sent at the sole cost and expense of the Purchaser.

Notices to Customers. (a) The Seller will notify the customers with Deposit Liabilities that, subject Prior to the terms date of this Agreement, Parent has provided Purchaser with a list as of a then recent date setting forth: (i) the identity and address of the Customers of the Branches holding accounts constituting a Deposit (other than Designated Excluded Accounts); (ii) the identity and address of each borrower or other obligor under the Loans held by the Branches that are to be acquired by Purchaser will be assuming liability for pursuant to this Agreement; and (iii) any other customers of the Deposit LiabilitiesBranches. (b) No earlier than receipt of all Governmental Approvals, nor later than thirty (30) days prior It shall be a condition to the obligations of Purchaser to take the actions to be performed at the Closing Datethat Parent shall have delivered, or caused to be delivered, in each case in accordance with the advance notice requirements of applicable Law, to the holders of Deposits (other than Designated Excluded Accounts), the Purchaser shall, at its sole cost borrowers or other obligors under the Loans and expense, send the other customers of the Branches all notices to customers required (if any) by the federal and state regulatory authorities referred to in Section 3.3(i) of the Branches Sellers’ Disclosure Schedule, notifying them that are required under applicable law in connection Purchaser will assume the liability for the Deposits (other than any deposits associated with the transactions contemplated hereby and furnish Designated Excluded Accounts), acquire the Loans or otherwise succeed to the Relationship with such customers, as applicable, in each such customer with instructions case subject to utilize satisfaction of the conditions to closing contained herein (including receipt of all of the Purchaser’s form of checks and to destroy all unused checks Required Regulatory Approvals). The notifications shall be based on the form list referred to in Section 5.9(a) and a listing maintained by Sellers of the Sellernew accounts opened since the date of such list. The Seller notifications shall be in a form reasonably acceptable to Purchaser, shall indicate that Purchaser and Sellers may share information regarding the Relationships (including information regarding certain aspects of customer activity following the Closing) and shall solicit the applicable customer’s affirmative consent to the transfer of such customer’s Relationships or indicate, if permitted by applicable Law and the Purchaser hereby acknowledge and agree terms of the relevant Governing Instrument, that the notices and other communications customer’s failure to object to the customers transfer of the Branches contemplated hereby will include information concerning any plans Relationships within 30 days of the Purchaser may have, after date of the Closing Date, notice shall constitute consent to change the terms and conditions such transfer. (except for rate reductionsc) with regard In addition to the Deposit Liabilitiesnotices contemplated by Section 5.9(b), and the Purchaser and the Seller will agree as prior to the description of any such changes included in any such notices or communications prior to their distribution to the customers of the Branches. The Seller will cooperate with the Purchaser in providing such other notices to customers of the Branches as the Purchaser may reasonably request. In additionClosing, the Purchaser may, at its own expense, following the receipt of all Governmental Approvals or earlier expense and with the Seller’s prior written consent of the Seller(not to be unreasonably withheld), communicate with and deliver information, brochures, bulletins, press releases and other communications to the holders of Deposits, borrowers or other obligors under the Loans, and other customers of the Branches concerning regarding the transactions sale of Deposits and Assets and the migration of the Relationships contemplated by this Agreement and concerning the business and operations of the Purchaser. The Purchaser agrees, at its cost and expense, to assign new account numbers effective as of the Closing Date to all deposits of the Branches assumed by the Purchaser pursuant to the terms hereof and to furnish such depositors with a minimum of twenty (20) checks on the forms of the Purchaser, and to instruct such depositors to utilize the Purchaser’s newly furnished checks, drafts and withdrawal order forms and cease using the Seller’s checks, drafts and withdrawal forms previously supplied by the SellerAgreement. (c) A Party proposing to send or publish any notice or communication pursuant to this Section 2.10 shall furnish to the other Party a copy of the proposed form of such notice or communication at least five (5) days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall incorporate any changes in such notice as the other Party reasonably proposes as necessary to comply with applicable law or which the other Party reasonably requests for any proper business purpose. All joint notices or communications shall be sent at the sole cost and expense of the Purchaser.

Notices to Customers. Following the receipt of all required regulatory approvals of the transactions contemplated hereunder, but no earlier than thirty-five (a35) The days before the anticipated Closing Date, the parties shall jointly mail to each owner of an Account at the Branches a notice, prepared and mailed at Buyer's expense, of Seller's contemplated transfer of the Accounts and the Branches to Buyer. Notwithstanding the foregoing, Buyer and Seller will notify agree to jointly prepare and mail marketing notices announcing the customers with Deposit Liabilities thattransaction contemplated by this Agreement, subject such notices to be prepared and mailed, at Buyer's expense, at mutually agreed upon times after the terms date of this Agreement. The form and content of any such notice shall be agreed upon, to the Purchaser will be assuming liability for the Deposit Liabilities. extent reasonably practicable, by both parties within five (b5) No earlier than business days after receipt of the other party's proposed notice. In addition, Seller shall notify the Obligors under the Account Loans, Overdraft Loans, Consumer Loans, and Commercial Loans by a letter, in a form mutually acceptable to Buyer and Seller, of the pending transfer of such loans to Buyer. Except as otherwise expressly provided herein, all Governmental Approvalsnotices sent by Buyer shall be at the sole expense of Buyer, nor later than and all notices sent by Seller shall be at the sole expense of Seller. Fourteen (14) days prior to the date any such notice is to be sent, Seller shall provide to Buyer a report of the names and addresses of the owners of the Accounts and the lessees of the safe deposit boxes in connection with the mailing of such materials, which report shall be current as of the date thereof. In addition, within thirty (30) days prior to the Closing Date, the Purchaser shall, at its sole cost and expense, send all notices to customers of the Branches that are required under applicable law date hereof, Seller shall provide to Buyer a detailed explanation of Seller's file layouts used in connection with the transactions contemplated hereby and furnish each such customer with instructions to utilize the Purchaser’s form of checks and to destroy all unused checks on the form servicing of the Seller. The Seller and the Purchaser hereby acknowledge and agree that the notices and other communications to the customers of the Branches contemplated hereby will include information concerning any plans the Purchaser may have, after the Closing Date, to change the terms and conditions (except for rate reductions) with regard to the Deposit Liabilities, and the Purchaser and the Seller will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the customers of the Branches. The Seller will cooperate with the Purchaser in providing such other notices to customers of the Branches as the Purchaser may reasonably request. In addition, the Purchaser may, at its own expense, following the receipt of all Governmental Approvals or earlier with the written consent of the Seller, communicate with and deliver information, brochures, bulletins, press releases and other communications to customers of the Branches concerning the transactions contemplated by this Agreement and concerning the business and operations of the Purchaser. The Purchaser agrees, at its cost and expense, to assign new account numbers effective as of the Closing Date to all deposits of the Branches assumed by the Purchaser pursuant to the terms hereof and to furnish such depositors with a minimum of twenty (20) checks on the forms of the Purchaser, and to instruct such depositors to utilize the Purchaser’s newly furnished checks, drafts and withdrawal order forms and cease using the Seller’s checks, drafts and withdrawal forms previously supplied by the SellerAccounts. (c) A Party proposing to send or publish any notice or communication pursuant to this Section 2.10 shall furnish to the other Party a copy of the proposed form of such notice or communication at least five (5) days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall incorporate any changes in such notice as the other Party reasonably proposes as necessary to comply with applicable law or which the other Party reasonably requests for any proper business purpose. All joint notices or communications shall be sent at the sole cost and expense of the Purchaser.

Notices to Customers. (a) The Seller will notify the customers with Deposit Liabilities that, subject to the terms of this Agreement, the Purchaser will be assuming liability for the Deposit Liabilities. (b) No earlier than receipt of all Governmental Approvals, nor Not later than thirty (30) days prior to the Closing DateDate (unless earlier required by law), (i) Seller will notify the Purchaser shallholders of Deposits to be transferred on the Closing Date that, at its sole cost subject to the terms and expenseconditions of this Agreement, send Buyer will be assuming liability for such Deposits; (ii) each of Seller and Buyer shall provide, or join in providing where appropriate, all notices to customers of the Branches Branch and other persons that are Seller or Buyer, as the case may be, is required to give under applicable law or the terms of any other agreement between Seller and any customer in connection with the transactions contemplated hereby hereby; and furnish each such customer with instructions to utilize the Purchaser’s form of checks and to destroy all unused checks on the form of the Seller. The Seller and the Purchaser hereby acknowledge and agree that the notices and other communications to the customers of the Branches contemplated hereby will include information concerning any plans the Purchaser may have, after the Closing Date, to change the terms and conditions (except for rate reductionsiii) with regard to the Deposit Liabilities, and the Purchaser and the Seller will agree as to the description of any such changes included in any such notices following or communications prior to their distribution to the customers of the Branches. The Seller will cooperate concurrently with the Purchaser notice referred to in providing such other notices to customers of the Branches as the Purchaser clause (i) above, Buyer may reasonably request. In addition, the Purchaser may, at its own expense, following the receipt of all Governmental Approvals or earlier with the written consent of the Seller, communicate with and deliver information, brochures, bulletins, press releases bulletins and other communications to depositors and other customers of the Branches Branch concerning the transactions contemplated by this Agreement P&A Transaction and concerning the business and operations of the PurchaserBuyer. The Purchaser agrees, at its cost and expense, to assign new account numbers effective as of the Closing Date to all deposits of the Branches assumed by the Purchaser pursuant to the terms hereof and to furnish such depositors with a minimum of twenty (20) checks on the forms of the Purchaser, and to instruct such depositors to utilize the Purchaser’s newly furnished checks, drafts and withdrawal order forms and cease using the Seller’s checks, drafts and withdrawal forms previously supplied by the Seller. (c) A Party party proposing to send or publish any notice or communication pursuant to any paragraph of this Section 2.10 4.2 shall furnish to the other Party party a copy of the proposed form of such notice or communication at least five ten (510) days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes in such notice as that the other Party reasonably such party proposes as necessary to comply with applicable law or which the other Party party reasonably requests for any proper business purpose. All joint notices costs and expenses of any notice or communications communication sent or published by Buyer or Seller shall be sent at the sole cost and expense responsibility of the Purchaserparty sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Buyer. (a) Following the giving of any notice described above, Buyer and Seller shall deliver to each new customer of the Branch such notice or notices as may be reasonably necessary to notify such new customers of Buyer's pending assumption of liability for the Deposits and to comply with applicable law. The cost of such notices shall be paid by Buyer. At any time after the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), within five (5) Business Days following any request by Buyer, Seller will provide Buyer with data processing records in Seller's standard file format containing full account information, including access/debit card information and complete mailing addresses for each of the depositors of the Deposits as of a recent date, and upon reasonable request shall provide an updated version of such records; provided, however, that Seller shall not be obligated to provide such updated records more than three times, unless the same are unreadable (in which event additional copies of the records shall be provided to Buyer). (b) Notwithstanding any provision to the contrary contained herein, neither Buyer nor Seller shall object to the use, by depositors of the Deposits, of payment orders issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service xxxx, trade name or other proprietary xxxx of Seller.