Common use of Notices to Depositors Clause in Contracts

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (a) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) will be based on the list referred to in Section 12.06(a) above and a listing maintained at the Home and Branch Offices of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (MFB Corp), Purchase and Assumption Agreement (Sobieski Bancorp Inc)

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Notices to Depositors. (a) Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(bArticle 12.8(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (ab) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTSappropriate bank regulatory agencies, at least five fifteen (515) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries)Date, Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided however, such Such notification(s) shall include notice shall be given that Buyer will not continue services to the holders of IRAs at least 30 days prior to the Closing Datedepositors provided by Seller but not routinely offered by Buyer. The notification(s) will be based on the list referred to in Section 12.06(aArticle 12.8 (a) above and a listing maintained at the Home and Branch Offices Office of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (bc) At least five fifteen (515) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they the Branch Office will be closed at 3:00 p.m. Eastern Standard Time on the Closing Date. (cd) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices Office at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Harrington Financial Group Inc)

Notices to Depositors. (a) Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(bArticle 12.8(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (ab) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five fifteen (515) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries)Date, Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided however, such Such notification(s) shall include notice shall be given that Buyer will not continue services to the holders of IRAs at least 30 days prior to the Closing Datedepositors provided by Seller but not routinely offered by Buyer. The notification(s) will be based on the list referred to in Section 12.06(aArticle 12.8(a) above and a listing maintained at the Home and Branch Offices Office of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. After such notification, Buyer may, at its own expense, send brochures, bulletins and other communications to depositors and other customers concerning the business and operations of Buyer. (bc) At least five fifteen (515) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they the Branch Office will be closed at 3:00 p.m. on the Closing Date. (cd) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices Office at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Harrington West Financial Group Inc/Ca)

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (a) After Following the receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries)Government Approvals, Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer prepare and deliver a letter notifying all Depositors that Purchaser will be assuming assume the liability for the DepositsDeposit Accounts on the Closing Date, subject to the satisfaction of the conditions to Closing contained herein (“Seller’s Notice”). Provided howeverAfter Seller has delivered Seller’s Notice to all Depositors, but prior to the Closing Date, Purchaser shall prepare and deliver a letter to all Depositors, in form and substance satisfactory to Seller, setting out the details of Purchaser’s assumption and administration of the Deposit Accounts after Closing (“Purchaser’s Letter”). Purchaser’s Letter also shall (i) request that each Depositor cease writing checks or drafts against Seller's Deposit Account immediately following the Closing Date, and (ii) include check order forms, replacement checks bearing Purchaser's transit and routing number (the cost of which checks shall be borne by Purchaser and not charged to the Depositors) and any other documents to be signed by the account holder to establish a similar account with Purchaser. Each party shall bear the cost of its own mailing. Seller agrees to provide appropriate mailing lists and accompanying electronic data files in order to facilitate the mailing of Purchaser’s Letter. Following the Final Approval Date, Purchaser shall also be entitled to provide solely at its own expense such other notices or communications to Depositors relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing shall be given to approved in advance by Seller, which approval shall not unreasonably be withheld or delayed. (b) Following the holders receipt of IRAs at least 30 all Government Approvals, but no later than ten (10) days prior to the Closing Date. The notification(s, Purchaser, at its expense, shall mail to each Depositor for which an ATM Card was issued: (i) will be based on a letter prepared by Purchaser, and approved and reasonably satisfactory to Seller, notifying the list referred to in Section 12.06(a) above and a listing maintained at the Home and Branch Offices Depositor of the new accounts opened since transfer of his or her account to Purchaser and requesting that the date Depositor cease use of said list. Seller shall provide Buyer with the documentation of said listing up to the date of his or her ATM card bearing Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting out the details of its administration name as of the assumed accountsClosing Date; and (ii) a replacement ATM card issued in the name of Purchaser and any other documents necessary for the ATM card holder to use the replacement ATM card after the Closing Date. Each party shall obtain the approval Purchaser acknowledges that effective as of the other close of business on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in shall invalidate the Home and Branch Office stating that they will be closed at 3:00 p.m. on use of the Closing DateATM cards issued by Seller to the Depositor. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase Agreement (Great Lakes Bancorp, Inc.)

Notices to Depositors. (a) Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b11.06(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (ab) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTSRegulators, if required, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided ; provided, however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) will be based on the list referred to in Section 12.06(a11.06(a) above and a listing maintained at the Home and Branch Offices of the new accounts opened by Seller since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's ’s mailing, (in which case Buyer and Seller shall equally share pay the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s), which approval shall not be unreasonably withheld or delayed. Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Financial Northwest, Inc.)

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (a) After Following the receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries)Government Approvals, Seller shall mail notification prepare and deliver a letter, in form and substance satisfactory to the holders of the Deposits to be assumed thatPurchaser, subject to closing requirements, Buyer notifying all Depositors that Purchaser will be assuming assume the liability for the Deposits. Provided howeverDeposit Accounts on the Closing Date, such notice shall be given subject to the holders satisfaction of IRAs at least 30 days the conditions to Closing contained herein (“Seller's Notice”). After Seller has delivered Seller's Notice to all Depositors, but prior to the Closing Date. The notification(s) will be based on the list referred , Purchaser shall prepare and deliver a letter to in Section 12.06(a) above and a listing maintained at the Home and Branch Offices of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailingall Depositors, in which case Buyer form and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailingsubstance satisfactory to Seller, or within three (3) days after Seller's notification setting out the details of its Purchaser's assumption and administration of the assumed accountsDeposit Accounts after Closing (“Purchaser's Letter”). Purchaser's Letter also shall (i) request that each Depositor cease writing checks or drafts against Seller's Deposit Account immediately following the Closing Date, and (ii) include check order forms, replacement checks bearing Purchaser's transit and routing number (the cost of which checks shall be borne by Purchaser and not charged to the Depositors) and any other documents to be signed by the account holder to establish a similar account with Purchaser. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for bear the cost of its own mailing. (b) At least five (5) Business Days before . Seller agrees to provide appropriate mailing lists and accompanying electronic data files in order to facilitate the mailing of Purchaser's Letter. Following the Final Approval Date, Purchaser shall also be entitled to provide solely at its own expense such other notices or communications to Depositors relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing Dateshall be approved in advance by Seller, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will which approval shall not unreasonably be closed at 3:00 p.m. on the Closing Datewithheld or delayed. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase Agreement (First Niagara Financial Group Inc)

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b11.06(a) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapesAgreement. (a) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTSRegulators, if required, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided ; provided, however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) will be based on the list referred to in the first paragraph of Section 12.06(a) 11.06 above and a listing maintained at the Home and Branch Offices by Seller of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's ’s mailing, (in which case Buyer and Seller shall equally share pay the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party Party shall obtain the approval of the other Party on its notification letter(s), which approval shall not be unreasonably withheld or delayed. Except as otherwise provided herein, each party Party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices Seller’s locations at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (West End Indiana Bancshares, Inc.)

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b12.06(a) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (a) After receipt of all regulatory approvals and approval of Sobieski's AM TRU’s shareholders and, with the concurrence of the OTSDFI and the OCC, at least five (5) 5 Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided ; provided however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) will be based on the list referred to in the first paragraph of Section 12.06(a) 12.06 above and a listing maintained at the Home and Branch Offices of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's ’s mailing, (in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) 3 days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) 5 Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Horizon Bancorp /In/)

Notices to Depositors. (a) Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b11.06(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (ab) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence non-objection of the OTSRegulators, if required, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability Liability for the Deposits. Provided ; provided, however, such notice shall be given to the holders of IRAs at least 30 thirty (30) days prior to the Closing Date. The notification(s) will be based on the list referred to in Section 12.06(a11.06(a) above and a listing maintained at the Home and Branch Offices of the new accounts opened by Seller since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's ’s mailing, (in which case Buyer and Seller shall equally share pay the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s), which approval shall not be unreasonably withheld or delayed. Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Generations Bancorp NY, Inc.)

Notices to Depositors. (a) Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(bArticle 12.8(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (ab) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five fifteen (515) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries)Date, Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided however, such Such notification(s) shall include notice shall be given that Buyer will not continue services to the holders of IRAs at least 30 days prior to the Closing Datedepositors provided by Seller but not routinely offered by Buyer. The notification(s) will be based on the list referred to in Section 12.06(aArticle 12.8 (a) above and a listing maintained at the Home and Branch Offices Office of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. After such notification, Buyer may, at its own expense, send brochures, bulletins and other communications to depositors and other customers concerning the business and operations of Buyer. (bc) At least five fifteen (515) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they the Branch Office will be closed at 3:00 p.m. on the Closing Date. (cd) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices Office at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Harrington Financial Group Inc)

Notices to Depositors. (a) Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape or such other appropriate electronic medium thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b11.06(a) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapesAgreement. (ab) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTSRegulators, if required, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveriesdeliveries or waiting periods), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided ; provided, however, such notice shall be given to the holders of IRAs at least 30 thirty (30) days prior to the Closing Date. The notification(s) will be based on the list referred to in the first paragraph of Section 12.06(a) 11.06 above and a listing maintained at by the Home and Branch Offices Seller of the new Deposit accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailing, ’s mailing (in which case Buyer and Seller shall equally share pay the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s), which approval shall not be unreasonably withheld or delayed. Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by BuyerXxxxx, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices Seller’s locations at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Affinity Bancshares, Inc.)

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Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (a) After The parties agree that within an agreed upon time frame following the receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries)Government Approvals, Seller shall mail notification prepare and deliver a letter in form and substance satisfactory to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer Purchaser notifying all Depositors that Purchaser will be assuming assume the liability for the Deposits. Provided howeverDeposit Accounts on the Closing Date, such notice shall be given subject to the holders satisfaction of IRAs at least 30 days the conditions to Closing contained herein (“Seller’s Notice”). After Seller has delivered Seller’s Notice to all Depositors, but prior to the Closing Date. The notification(s) will be based on the list referred , Purchaser shall prepare and deliver a letter to in Section 12.06(a) above and a listing maintained at the Home and Branch Offices of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's mailing. Buyer shall send notification(s) to the same holders either together with Seller's mailingall Depositors, in which case Buyer form and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailingsubstance satisfactory to Seller, or within three (3) days after Seller's notification setting out the details of its Purchaser’s assumption and administration of the assumed accountsDeposit Accounts after Closing (“Purchaser’s Letter”). Purchaser’s Letter also shall (i) request that each Depositor cease writing checks or drafts against Seller’s Deposit Account immediately following the Closing Date, and (ii) include check order forms, replacement checks bearing Purchaser’s transit and routing number and any other documents to be signed by the account holder to establish a similar account with Purchaser. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for bear the cost of its own mailing. (b) At least five (5) Business Days before . Seller agrees to provide appropriate mailing lists and accompanying electronic data files in order to facilitate the mailing of Purchaser’s Letter. Following the Final Approval Date, Purchaser shall also be entitled to provide solely at its own expense such other notices or communications to Depositors relating to the transactions contemplated hereby as may be required by law; provided that the text of any such notice or communication and the timing of such notice or communication which is provided prior to the Closing Dateshall be approved in advance by Seller, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will which approval shall not unreasonably be closed at 3:00 p.m. on the Closing Datewithheld or delayed. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase Agreement (First Niagara Financial Group Inc)

Notices to Depositors. Seller shall use its best efforts to provide Buyer Purchaser an intermediate customer list (on paper and on a computer diskette) and mailing labels of the Deposit accounts Deposits to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of monthforty-end five days prior to the scheduled Seller mailing referred to in Section 12.06(b) belowClosing. On the Closing Date, Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. Seller Deposit Liabilities. At least fourteen (a14) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days days before the Closing Date but only after the waiver (or satisfaction of all conditions to Closing (other than deliverieson such earlier or later date as may be required by law), Seller Purchaser shall mail notification notice (the "Notification") to the holders of the Deposits Deposit Accounts to be assumed that, subject to the closing requirements, Buyer Purchaser will be assuming the liability for of the Deposits. Provided however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing DateSeller Deposit Liabilities. The notification(s) Notification will be based on the list and labels referred to in Section 12.06(a) above and a listing log maintained at the Home and Branch Seller Offices of the new accounts opened since the date of said list. Seller shall provide Buyer Purchaser with the documentation a copy of said listing log up to the date of Seller's mailing. Buyer In the Deposit Account Notification, Purchaser shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting set out the details of its administration of the assumed accountsaccounts and may, with Seller's prior written consent (which shall not be unreasonably withheld), communicate and mail information, brochures, bulletins, press releases and other communications to depositors of the Seller Offices concerning the business and operations of Purchaser. Each party shall obtain the other party's prior approval of the other on its notification letter(s) and any other communications to depositors of the Seller Offices regarding the transactions contemplated hereby (which approval shall not be unreasonably withheld). Except as otherwise provided herein, each party will The Notification may be responsible for the cost of its own mailing. made jointly if (a) it is permitted by applicable statutes and regulations and (b) At least five (5) Business Days before Seller and Purchaser can agree to the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Datecontent thereof. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Republic Bancorp Inc /Ky/)

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b11.06(a) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapesAgreement. (a) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTSRegulators, if required, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided ; provided, however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) will be based on the list referred to in the first paragraph of Section 12.06(a) 11.06 above and a listing maintained at by the Home and Branch Offices Seller of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's ’s mailing, (in which case Buyer and Seller shall equally share pay the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s), which approval shall not be unreasonably withheld or delayed. Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices Seller's locations at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (FFBW, Inc. /MD/)

Notices to Depositors. Seller shall provide Buyer an intermediate customer list of the Deposit accounts to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b12.06(a) below. Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. (a) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the DFI and the OTS, at least five (5) Business Days before the Closing Date but only after the waiver or satisfaction of all conditions to Closing (other than deliveries), Seller shall mail notification to the holders of the Deposits to be assumed that, subject to closing requirements, Buyer will be assuming the liability for the Deposits. Provided ; provided however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) will be based on the list referred to in the first paragraph of Section 12.06(a) 12.06 above and a listing maintained at the Home and Branch Offices Office of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation of said listing up to the date of Seller's ’s mailing. Buyer shall send notification(s) to the same holders either together with Seller's ’s mailing, (in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing), or within three (3) 3 days after Seller's ’s notification setting out the details of its administration of the assumed accounts. Each party shall obtain the approval of the other on its notification letter(s). Except as otherwise provided herein, each party will be responsible for the cost of its own mailing. (b) At least five (5) 5 Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (River Valley Bancorp)

Notices to Depositors. Seller shall use its best efforts to provide Buyer an intermediate customer list of the Deposit accounts Deposits to be assumed by Buyer pursuant to this Agreementassumed, together with a tape thereofone (1) set of mailing labels, as of month-end prior to the scheduled Seller mailing referred to in Section 12.06(b) belowClosing Date. On the Closing Date, Seller shall provide Buyer a final customer list of on the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. assumed Deposits. At least fourteen (a14) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days days before the Closing Date but only after the waiver (or satisfaction of all conditions to Closing (other than deliverieson such earlier or later date as may be required by law), Seller shall mail notification notice (the "Notification") to the holders of the Deposits to be assumed that, subject to the closing requirements, Buyer will be assuming the liability for of the Deposits. Provided however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing Date. The notification(s) Notification will be based on the list and labels referred to in Section 12.06(a) above and a listing log maintained at the Home and Branch Offices of the new accounts opened since the date of said list. Seller shall provide Buyer with the documentation a copy of said listing log up to the date of Seller's mailing. After Seller has mailed the Notification, Buyer shall send notification(s) notification to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting out the details of its administration of the assumed accountsaccounts and may, with Seller's prior written consent (which shall not be unreasonably withheld), communicate with and mail information, brochures, bulletins, press releases and other communications to depositors of the Branch concerning the business and operations of Buyer. Each party shall obtain the other party's approval of the other on its notification letter(s)) and any other communications to depositors of the Branch regarding the transactions contemplated hereby. Except as otherwise provided herein, each party will The Notification may be responsible for made jointly if [i] it is permitted by applicable statutes and regulations and [ii] Seller and Buyer can agree to the cost of its own mailingcontent thereof. (b) At least five (5) Business Days before the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Date. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Asset Purchase Agreement (Republic Bancorp Inc /Ky/)

Notices to Depositors. Seller shall use its best efforts to provide Buyer Purchaser an intermediate customer list (on paper and on a computer diskette) of the Deposit accounts Deposits to be assumed by Buyer pursuant to this Agreement, together with a tape thereof, as of monthforty-end five days prior to the scheduled Seller mailing referred to in Section 12.06(b) belowClosing. On the Closing Date, Seller shall provide Buyer a final customer list of the Deposits transferred as of the Closing Date pursuant to this Agreement with the data processing tapes. Seller Deposit Liabilities. At least fourteen (a14) After receipt of all regulatory approvals and approval of Sobieski's shareholders and, with the concurrence of the OTS, at least five (5) Business Days days before the Closing Date but only after the waiver (or satisfaction of all conditions to Closing (other than deliverieson such earlier or later date as may be required by law), Seller Purchaser shall mail notification notice (the "Notification") to the holders of the Deposits Deposit Accounts to be assumed that, subject to the closing requirements, Buyer Purchaser will be assuming the liability for of the Deposits. Provided however, such notice shall be given to the holders of IRAs at least 30 days prior to the Closing DateSeller Deposit Liabilities. The notification(s) Notification will be based on the list and labels referred to in Section 12.06(a) above and a listing log maintained at the Home and Branch Offices Seller Office of the new accounts opened since the date of said list. Seller shall provide Buyer Purchaser with the documentation a copy of said listing log up to the date of Seller's mailing. Buyer In the Deposit Account Notification, Purchaser shall send notification(s) to the same holders either together with Seller's mailing, in which case Buyer and Seller shall equally share the costs of such mailing and Buyer shall not delay the timing of such mailing, or within three (3) days after Seller's notification setting set out the details of its administration of the assumed accountsaccounts and may, with Seller's prior written consent (which shall not be unreasonably withheld), communicate and mail information, brochures, bulletins, press releases and other communications to depositors of the Seller Office concerning the business and operations of Purchaser. Each party shall obtain the other party's prior approval of the other on its notification letter(s) and any other communications to depositors of the Seller Office regarding the transactions contemplated hereby (which approval shall not be unreasonably withheld). Except as otherwise provided herein, each party will The Notification may be responsible for the cost of its own mailing. made jointly if (a) it is permitted by applicable statutes and regulations and (b) At least five (5) Business Days before Seller and Purchaser can agree to the Closing Date, Seller will prominently and continuously display a sign in the Home and Branch Office stating that they will be closed at 3:00 p.m. on the Closing Datecontent thereof. (c) After the effective date of any mailing regarding account services by Buyer, Buyer will provide copies of such materials to Seller for distribution at the Home and Branch Offices at the time new services are acquired.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Republic Bancorp Inc /Ky/)

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