Common use of Notification of Customers Clause in Contracts

Notification of Customers. Purchaser and Seller shall take such actions required by law or regulation to notify customers, creditors or depositors of the Branches of the transfers and assumptions to be effected pursuant to this Agreement. Purchaser and Seller shall work together to develop the contents of any such notifications and shall issue any such notifications, at Seller’s expense, after all regulatory approvals have been obtained (or as otherwise mutually agreed to by the parties or required by applicable laws and regulations) but prior to the Closing. The following specific notifications shall be provided: A. Seller shall provide Purchaser with copies of all of its XXX Account and Certificate forms (including SEP XXX Accounts, SIMPLE XXX accounts and any other type of retirement account for which Seller serves as custodian or trustee) currently in place within five business days of the date of this Agreement. Within such period prior to the Closing Date as is required by applicable law or regulation or the account forms, Seller will, at its sole cost and expense, notify the depositors who maintain XXX Accounts and Certificates at the Branches of Seller’s intent to resign as custodian or trustee for all XXX Accounts and Certificates as of Closing and to appoint Purchaser as successor custodian or trustee and the discharge and release of Seller from all liabilities as custodian or trustee from and after the effective time of its resignation. Purchaser will accept such appointment as successor custodian or trustee, unless the customer objects in writing to such appointment or to Purchaser's master XXX agreement. It is agreed that Seller is required to notify each such depositor only once, which notification will be by means of a letter approved by Purchaser, which approval shall not be unreasonably withheld, and accompanied by all appropriate forms and documents necessary to effect such replacement and release and to adopt Purchaser's master agreement. The XXX Account or Certificate of any customer not accepting the appointment of Purchaser and Purchaser's master plan will not be included in the Deposit Liabilities. B. Purchaser shall be permitted to contact customers of the Branches who have repurchase agreements with Seller up to 30 days prior to the Closing Date to inform them of the transactions contemplated by this Agreement and to invite them to enter into a similar repurchase agreement with Purchaser on or after the Closing Date with a contemporaneous termination of the repurchase agreement with Seller. Seller shall assist Purchaser and Seller’s repurchase agreement customers who choose to enter into a repurchase agreement with Purchaser by: (i) terminating its repurchase agreement with a customer contemporaneously with that customer entering into a repurchase agreement with Purchaser, if directed to do so by the customer; (ii) forwarding funds related to that termination to Purchaser, if directed to do so by the customer; and (ii) providing contact information for its repurchase agreement customers to Purchaser 30 days before the Closing Date. C. Purchaser also shall be permitted to send or publish welcome letters and other marketing and instructional materials to all customers of the Branches relating to the transactions contemplated by this Agreement. Seller shall assist Purchaser in such endeavor by providing customer contact information and shall have the right to approve such materials in advance, which approval shall not be unreasonably withheld.

Notification of Customers. Purchaser and Seller shall take such actions required by law or regulation to notify customers, creditors or depositors of the Branches Branch of the transfers and assumptions to be effected pursuant to this Agreement. Purchaser and Seller shall work together to develop the contents of any such notifications and shall issue any such notifications, at SellerPurchaser’s expense, after all regulatory approvals have been obtained (or as otherwise mutually agreed to by the parties or required by applicable laws and regulations) but prior to the Closing. The following specific notifications shall be provided: A. Seller shall provide Purchaser with copies of all of its XXX Account and Certificate forms (including SEP XXX Accounts, SIMPLE XXX accounts and any other type of retirement account for which Seller serves as custodian or trustee) currently in place within five business days of the date of this Agreement. Within such period prior to the Closing Date as is required by applicable law or regulation or the account forms, Seller will, at its sole cost and expense, notify the depositors who maintain XXX Accounts and Certificates at the Branches Branch of Seller’s intent to resign as custodian or trustee for all XXX Accounts and Certificates as of Closing and to appoint Purchaser as successor custodian or trustee and the discharge and release of Seller from all liabilities as custodian or trustee from and after the effective time of its resignation. Purchaser will accept such appointment as successor custodian or trustee, unless the customer objects in writing to such appointment or to Purchaser's master XXX agreement. It is agreed that Seller is required to notify each such depositor only once, which notification will be by means of a letter approved by Purchaser, which approval shall not be unreasonably withheld, and accompanied by all appropriate forms and documents necessary to effect such replacement and release and to adopt Purchaser's master agreement. The XXX Account or Certificate of any customer not accepting the appointment of Purchaser and Purchaser's master plan will not be included in the Deposit Liabilities. B. Purchaser shall be permitted to contact customers of the Branches Branch who have repurchase agreements with Seller up to 30 days prior to the Closing Date to inform them of the transactions contemplated by this Agreement and to invite them to enter into a similar repurchase agreement with Purchaser on or after the Closing Date with a contemporaneous termination of the repurchase agreement with Seller. Seller shall assist Purchaser and Seller’s repurchase agreement customers who choose to enter into a repurchase agreement with Purchaser by: (i) terminating its repurchase agreement with a customer contemporaneously with that customer entering into a repurchase agreement with Purchaser, if directed to do so by the customer; (ii) forwarding funds related to that termination to Purchaser, if directed to do so by the customer; and (ii) providing contact information for its repurchase agreement customers to Purchaser 30 days before the Closing Date. C. Purchaser also shall be permitted to send or publish welcome letters and other marketing and instructional materials to all customers of the Branches Branch relating to the transactions contemplated by this Agreement. Seller shall assist Purchaser in such endeavor by providing customer contact information and shall have the right to approve such materials in advance, which approval shall not be unreasonably withheld.

Notification of Customers. Purchaser and Seller shall take such actions required by law or regulation to notify customers, creditors or depositors of the Branches Branch of the transfers and assumptions to be effected pursuant to this Agreement. Purchaser and Seller shall work together to develop the contents of any such notifications and shall issue any such notifications, at Seller’s expense, after all regulatory approvals have been obtained (or as otherwise mutually agreed to by the parties or required by applicable laws and regulations) but prior to the Closing. The following specific notifications shall be provided: A. Seller shall provide Purchaser with copies of all of its XXX Account and Certificate forms (including SEP XXX Accounts, SIMPLE XXX accounts and any other type of retirement account for which Seller serves as custodian or trustee) currently in place within five business days of the date of this Agreement. Within such period prior to the Closing Date as is required by applicable law or regulation or the account forms, Seller will, at its sole cost and expense, notify the depositors who maintain XXX Accounts and Certificates at the Branches Branch of Seller’s intent to resign as custodian or trustee for all XXX Accounts and Certificates as of Closing and to appoint Purchaser as successor custodian or trustee and the discharge and release of Seller from all liabilities as custodian or trustee from and after the effective time of its resignation. Purchaser will accept such appointment as successor custodian or trustee, unless the customer objects in writing to such appointment or to Purchaser's master XXX agreement. It is agreed that Seller is required to notify each such depositor only once, which notification will be by means of a letter approved by Purchaser, which approval shall not be unreasonably withheld, Purchaser and accompanied by all appropriate forms and documents necessary to effect such replacement and release and to adopt Purchaser's master agreement. The XXX Account or Certificate of any customer not accepting the appointment of Purchaser and the Purchaser's master plan will not be included in the Deposit Liabilities. B. Purchaser shall be permitted to contact customers of the Branches who have repurchase agreements with Seller up to 30 days prior to the Closing Date to inform them of the transactions contemplated by this Agreement and to invite them to enter into a similar repurchase agreement with Purchaser on or after the Closing Date with a contemporaneous termination of the repurchase agreement with Seller. Seller shall assist Purchaser and Seller’s repurchase agreement customers who choose to enter into a repurchase agreement with Purchaser by: (i) terminating its repurchase agreement with a customer contemporaneously with that customer entering into a repurchase agreement with Purchaser, if directed to do so by the customer; (ii) forwarding funds related to that termination to Purchaser, if directed to do so by the customer; and (ii) providing contact information for its repurchase agreement customers to Purchaser 30 days before the Closing Date. C. Purchaser also shall be permitted to send or publish welcome letters and other marketing and instructional materials to all the customers of the Branches relating to the transactions contemplated by this Agreement. , and Seller shall assist Purchaser in such endeavor by providing customer contact information and shall have the right to approve such materials in advance, which approval shall not be unreasonably withheldendeavor.

Notification of Customers. Purchaser and Seller shall take such actions required by law or regulation to notify customers, creditors or depositors of the Branches Branch of the transfers and assumptions to be effected pursuant to this Agreement. Purchaser and Seller shall work together to develop the contents of any such notifications and shall issue any such notifications, at Seller’s joint expense, after all regulatory approvals have been obtained (or as otherwise mutually agreed to by the parties or required by applicable laws and regulations) but prior to the Closing. The following specific notifications shall be provided: A. Seller shall provide Purchaser with copies of all of its XXX Account and Certificate Deposit forms (including SEP XXX AccountsDeposits, SIMPLE XXX accounts and any other type of retirement account for which Seller serves as custodian or trustee) currently in place within five business days of the date of this Agreement. Within such period prior to the Closing Date as is required by applicable law or regulation or the account forms, Seller will, at its sole cost and expense, notify the depositors who maintain XXX Accounts and Certificates Deposits at the Branches Branch of Seller’s intent to resign as custodian or trustee for all XXX Accounts and Certificates Deposits as of Closing and to appoint Purchaser as successor custodian or trustee and the discharge and release of Seller from all liabilities as custodian or trustee from and after the effective time of its resignation. Purchaser will accept such appointment as successor custodian or trustee, unless the customer objects in writing to such appointment or to Purchaser's ’s master XXX agreement. It is agreed that Seller is required to notify each such depositor only once, which notification will be by means of a letter approved by Purchaser, which approval shall not be unreasonably withheld, and accompanied by all appropriate forms and documents necessary to effect such replacement and release and to adopt Purchaser's ’s master agreement. The XXX Account or Certificate Deposit of any customer not accepting the appointment of Purchaser and Purchaser's ’s master plan will not be included in the Deposit Liabilities. B. Purchaser shall be permitted to contact customers of the Branches who have repurchase agreements with Seller up to 30 days prior to the Closing Date to inform them of the transactions contemplated by this Agreement and to invite them to enter into a similar repurchase agreement with Purchaser on or after the Closing Date with a contemporaneous termination of the repurchase agreement with Seller. Seller shall assist Purchaser and Seller’s repurchase agreement customers who choose to enter into a repurchase agreement with Purchaser by: (i) terminating its repurchase agreement with a customer contemporaneously with that customer entering into a repurchase agreement with Purchaser, if directed to do so by the customer; (ii) forwarding funds related to that termination to Purchaser, if directed to do so by the customer; and (ii) providing contact information for its repurchase agreement customers to Purchaser 30 days before the Closing Date. C. Purchaser also shall be permitted permitted, at its expense, to send or publish welcome letters and other marketing and instructional materials to all customers of the Branches Branch relating to the transactions contemplated by this Agreement, provided that Purchaser shall notify and cooperate with Seller as to the timing of the delivery of such notices. Seller shall assist Purchaser in such endeavor by providing customer contact information and shall have the right to approve such materials in advance, which approval shall not be unreasonably withheld.