REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 39 ARTICLE XII. INDEMNIFICATION 41
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 33
13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements CommunitySouth Bank and Trust Version 3.0 – PURCHASE AND ASSUMPTION AGREEMENT Easley, SC January 19, 2011
13.2 Waiver of Jury Trial 40 13.3 Consent; Determination or Discretion 40 13.4 Rights Cumulative 40 13.5 References 40 13.6 Notice 40 13.7 Entire Agreement 41 13.8 Counterparts 41 13.9 Governing Law 41 13.10 Successors 41 13.11 Modification 42 13.12 Manner of Payment 42 13.13 Waiver 42 13.14 Severability 42 13.15 Term of Agreement 42 13.16 Survival of Covenants, Etc. 42 *Excluded Deposit Liability Accounts Schedule 2.1(a) 44 Purchase Price of Assets or any other assets Schedule 3.2 45 Excluded Securities Schedule 3.5(l) 47 *Data Retention Catalog Schedule 6.3 48 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 50 Final Legal Notice Exhibit 2.3A 51 Affidavit of Mailing Exhibit 2.3B 53 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 54 Interim Asset Servicing Arrangement Exhibit 4.13 56 Single Family Shared-Loss Agreement Exhibit 4.15A 1 Commercial Shared-Loss Agreement Exhibit 4.15B 3 * These Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. CertusHoldings, Inc. agrees to furnish a copy of such Schedules to the Securities and Exchange Commission upon request.
Module 1 Whole Bank w/ Optional Shared Loss Agreements CommunitySouth Bank and Trust Version 3.0 – PURCHASE AND ASSUMPTION AGREEMENT Easley, SC January 19, 2011 THIS AGREEMENT, made and entered into as of the 21st day of January, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of XXXXXXXXXXXXXX XXXX XXX XXXXX, XXXXXX, XXXXX XXXXXXXX (the “Receiver”), CERTUSBANK, N. A., organized under the laws of the United States of America, and having its principal place of business in Charlotte, North Carolina (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:
Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 35
11.1 Corporate Existence and Authority 35 11.2 Third Party Consent 36 11.3 Execution and Enforceability 36 11.4 Compliance with Law 36 11.5 Insured or Guaranteed Loans 36 11.6 Representations Remain True 37 11.7 No Reliance; Independent Advice 37 12.1 Indemnification of Indemnitees 37 12.2 Conditions Precedent to Indemnification 40 12.3 No Additional Warranty 41 12.4 Indemnification of Receiver and Corporation 41 12.5 Obligations Supplemental 41 12.6 Criminal Claims 42 12.7 Limited Guaranty of the Corporation 42 12.8 Subrogation 42 13.1 Expenses 42 13.2 Waiver of Jury Trial 42 13.3 Consent; Determination or Discretion 43 13.4 Rights Cumulative 43 13.5 References 43 13.6 Notice 43 13.7 Entire Agreement 44 13.8 Counterparts 44 13.9 Governing Law 44 13.10 Successors 44 13.11 Modification 44 13.12 Manner of Payment 45 13.13 Waiver 45 13.14 Severability 45 13.15 Term of Agreement 45 13.16 Survival of Covenants, Etc 45 Excluded Deposit Liability Accounts Schedule 2.1(a) 47 Purchase Price of Assets or any other assets Schedule 3.2 48 Excluded Securities Schedule 3.5(l) 50 Data Retention Catalog Schedule 6.3 52 Accounts Excluded from Calculation of Deposit Franchise Bid Premium Schedule 7 54 Final Legal Notice Exhibit 2.3A 56 Affidavit of Mailing Exhibit 2.3B 58 Valuation of Certain Qualified Financial Contracts Exhibit 3.2(c) 59 Interim Asset Servicing Arrangement Exhibit 4.13 61 Single Family Shared-Loss Agreement Exhibit 4.15A 65 Commercial Shared-Loss Agreement Exhibit 4.15B 80 THIS AGREEMENT, made and entered into as of the 9th day of September, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE FIRST NATIONAL BANK OF FLORIDA, XXXXXX, FLORIDA (the “Receiver”), CHARTERBANK, organized under the laws of the State of Georgia, and having its principal place of business in WEST POINT, GEORGIA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:
Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:
Module 1 Whole Bank w/ Loss Share – P&A Home Valley Bank Version 2.07 Cave Junction, Oregon June 10, 2010 32
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 32
13.1 Expenses 39 Module 1 – Whole Bank w/ Optional Shared Loss Agreements Atlantic Southern Bank
1.1 PURCHASE AND ASSUMPTION AGREEMENT Macon, Georgia May 20, 2011
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 34
11.1 Corporate Existence and Authority 34 11.2 Third Party Consent 34 11.3 Execution and Enforceability 34 11.4 Compliance with Law 35 11.5 Insured or Guaranteed Loans 35 11.6 Representations Remain True 35 11.7 No Reliance; Independent Advice 35
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 35 11.1 Corporate Existence and Authority 35 11.2 Third Party Consent 36 11.3 Execution and Enforceability 36 11.4 Compliance with Law 36 11.5 Insured or Guaranteed Loans 36 11.6 Representations Remain True 36 11.7 No Reliance; Independent Advice 37 ARTICLE XII INDEMNIFICATION 37 12.1 Indemnification of Indemnitees 37 12.2 Conditions Precedent to Indemnification 40 12.3 No Additional Warranty 40 12.4 Indemnification of Receiver and Corporation 41 12.5 Obligations Supplemental 41 12.6 Criminal Claims 41 12.7 Limited Guaranty of the Corporation 41 12.8 Subrogation 42 ARTICLE XIII. MISCELLANEOUS 42 13.1 Expenses 42 Whole Bank w/ Optional Shared Loss Agreements Heritage Bank of Florida Version 4.4 – PURCHASE AND ASSUMPTION AGREEMENT Lutz, Florida September 19, 2012
