Excluded Branch definition

Excluded Branch has the meaning set forth in Section 3.8.
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Excluded Branch has the meaning set forth in Section 4.16(c).
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Excluded Branch has the meaning set forth in Section 2.7(a).
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Examples of Excluded Branch in a sentence

  • For instance, the Green Building Initiative has developed the Green Globes rating system,9 which competes with the LEED system.The United States Environmental Protection Agency (“EPA”) has developed the Energy Star program,10 which promotes the development and use of energy-efficient consumer products.

  • If the parties are unable to agree upon the value of the Excluded Branch within ten (10) Business Days after Purchaser delivers written notice of the designation of the Excluded Branch to Seller, the determination of the value of the Excluded Branch and the resulting reduction in the Purchase Price shall be determined by a nationally recognized independent accounting firm or other financial advisor mutually agreed upon by the parties, and such determination shall be final and binding.

  • If a Branch becomes an Excluded Branch, then Purchaser and Seller shall negotiate in good faith to determine a value to be ascribed to the Excluded Branch and upon a determination of the value of the Excluded Branch, the Purchase Price shall be reduced by an amount equal to the value of the Excluded Branch.

  • In the event the Lease would prohibit any such sublease without the lessor's consent, and Seller fails or elects not to obtain such consent, the Branch shall be treated as an Excluded Branch as contemplated in Section 8.

  • If such Environmental Audit discovers any environmental condition that the Purchaser reasonably finds unacceptable within its sole discretion ("Environmental Condition"), the Purchaser may deliver written notice of exclusion of the affected branch office ("Excluded Branch") on or before the day which is forty-five (45) days from the date of the Agreement, which notice shall identify such Environmental Condition.

  • Alternatively, if Seller does not agree in a writing satisfactory to the Purchaser within such 45 day time period to remedy such Environmental Condition to the satisfaction of the Purchaser, then the Purchaser shall have the right to proceed with the Transaction without the Excluded Branch facility being a part of the Transaction, in which case there shall be a reduction in the Purchase Price of the Transaction equal to the book value of the Excluded Branch and related FFE of the Excluded Branch.

  • In the event Buyer exercises its rights under this Agreement to terminate this Agreement as to the Frankfort or Elizabethtown Branch Office (referred to herein as an “Excluded Branch Office”), this Agreement shall be construed and applied as if all references to the Excluded Branch Office had been stricken from this Agreement.

  • In the event Purchaser and Seller cannot negotiate such a lease, the Branch shall be an Excluded Branch and the Assets and Liabilities shall be adjusted in accordance with Section 8.1.

  • If, under any provision of this Agreement, any Branch is otherwise excluded from this Agreement, any breach of warranty or failure of condition in respect of such Excluded Branch arising from or relating to the circumstances leading to such exclusion shall be deemed waived.

  • Purchaser shall nevertheless assume the Deposit Liabilities and Overdraft Lines related to such Excluded Branch, acquire the Loans and Branch Cash associated with such Excluded Branch, and offer to hire the Bank Employees assigned to such Excluded Branch (but without the obligation to employ such employees at the location of the Excluded Branch).


More Definitions of Excluded Branch

Excluded Branch has the meaning set forth in Section 3.8. “Excluded Deposits” means (w) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(c)(i), (x) Escheat Deposits, (y) those deposit liabilities (i) related to a financial advisory relationship with Seller’s Xxxxxxx Xxxxx Wealth Management or US Trust divisions, (ii) related to a client managed relationship in Seller’s Business Banking, Middle Market, or Large Corporate divisions
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Excluded Branch means the Lake Grove Branch if it is relocated to the Tualatin Branch or the Tualatin Branch if the Lake Grove Branch has not been relocated.
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Excluded Branch means (i) a Branch with respect to which there shall be a failure of any condition specified in this Section 8.1 to the obligations of Purchaser which is not waived by Purchaser, in respect of the acquisition of any specific Branch or Branches or (ii) a Branch which shall have been excluded from purchase under this Agreement pursuant to Sections 5.4 and 5.5(b), 5. 10 or 5. 11.
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Excluded Branch has the meaning set forth in Section 2.7(a). “Excluded Deposits” means (t) XXX/Xxxxx Account Deposits, (u) Public Fund Deposits, (v) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(c), (w) Escheat Deposits, (x) those deposit liabilities that constitute security for loans that are not to be transferred to Purchaser under the terms of this Agreement, (y) interest-bearing Deposits with a specified date of maturity, including certificates of deposit, and (z) those deposit liabilities that are owned by an employee (other than a Transferred Employee) or former employee of Seller Parent. “Excluded Liabilities” has the meaning set forth in Section 2.2(c). “Excluded Loan” means, as of the Initial Closing Date, the Subsequent Closing Date, if any, or as of the Closing Date, as applicable, any Loan with respect to which (i) any principal or interest on such Loan shall be due and unpaid by the Obligor thereunder for sixty (60) days or more, (ii) an Obligor has filed or has had filed against such Obligor proceedings in bankruptcy, trusteeship or receivership, (iii) the balance of the Loan has been completely charged off, (iv) the balance of the Loan is no longer owed whether or not as a result of a settlement agreement between the Obligors and Seller, (v) in the case of a Mortgage Loan, the Loan has been repurchased by Seller or any of its subsidiaries, and (vi) with respect to a commercial, commercial real estate or “C&I” Loan, a Loan that as of the date of this Agreement, on the Initial Closing Date, the Subsequent Closing Date, or the Closing Date, as applicable, is classified as “special mention,” “substandard,” or “non-performing” by Seller. “Excluded Taxes” means (i) any Taxes of Seller or any of its Affiliates for or applicable to any period, (ii) any Taxes of, or relating to, the Assets, the Assumed Liabilities or the operation of the Branches for, or applicable to, the Pre-Closing Tax Period, and (iii) any Transfer Taxes for which Seller is responsible pursuant to Section 8.3. “Fair Market Value” means, in respect of a parcel of Owned Real Property, the fair market value of such Owned Real Property as determined by the Appraiser promptly following the date of this Agreement, it being agreed that such fair market value shall take into account matters customarily included in appraisals of real property (including the...
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Excluded Branch has the meaning set forth in Section 7.17(c). ---------------
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Excluded Branch shall have the meaning set forth in Section 8.10.
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Related to Excluded Branch

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Deposits means (w) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(e)(i), (x) Escheat Deposits, (y) those deposit liabilities (i) related to a financial advisory relationship with Seller’s Xxxxxxx Xxxxx Wealth Management or US Trust divisions, (ii) related to a client managed relationship in Seller’s Business Banking, Middle Market, or Large Corporate divisions or any other non-retail division, (iii) linked to affinity relationships or programs set forth on Exhibit 1.1(e)(iii) (and such Exhibit 1.1(e)(iii) shall be updated by Seller as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date), or (iv) that constitute security for loans that are not to be transferred to Purchaser under the terms of this Agreement, and (z) those deposit liabilities that have been opened by an employee (other than a Transferred Employee) or former employee of Bank of America Corporation.

  • Excluded Deposit Account means (a) any deposit account exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (b) any Xxxxx Cash Accounts.

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • Excluded Deposit Accounts means, collectively, (i) payroll and payroll taxes accounts, workers’ compensation accounts and other employee wage and benefit payment accounts and xxxxx cash accounts, (ii) trust accounts and (iii) deposit accounts other than Collection Accounts and Collateral Deposit Accounts (as each such term is defined in the Revolving Credit Agreement), so long as the aggregate amount on deposit in all such deposit accounts does not exceed $2,500,000 in the aggregate at any time.

  • Excluded Affiliates means, collectively, any Affiliates of any of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

  • Excluded Debt means (i) intercompany Indebtedness between or among any Credit Parties and any of their Subsidiaries, (ii) credit extensions under the Revolving Credit Facility and the Existing Target Credit Agreement (and any refinancing, renewal, refunding, extension or replacement of either or both thereof in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder plus $500,000,000), (iii) any refinancing, renewal, refunding, extension or replacement of any Indebtedness existing on the Effective Date in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced amount plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith, so long as any such Indebtedness so refinanced, renewed, refunded, extended or replaced after the Closing Date shall have a maturity prior to the Maturity Date, (iv) any Indebtedness issued or incurred in the ordinary course of business for working capital purposes in an aggregate amount not to exceed $500,000,000, (v) any commercial paper backed by the Revolving Credit Facility or the Existing Target Credit Agreement (or under any facilities refinancing, renewing, refunding, extending or replacing the Revolving Credit Facility and/or the Existing Target Credit Agreement and meeting the requirements set forth in clause (ii) above), (vi) any borrowings under this Credit Agreement or the Term Loan Facility, and (vii) other Debt not included in clauses (i) through (vi) above in an outstanding aggregate principal amount not to exceed $500,000,000.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

  • Excluded Contracts has the meaning set forth in Section 2.02(a).

  • Excluded Matters has the meaning given in Section 6.3.

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Excluded Country means one of the following countries from which Non-Medical Emergency Evacuations are not available such as Afghanistan Chechnya Democratic Republic of the Congo Iran Iraq Israel West Bank Israel Gaza Strip Ivory Coast Lebanon Libya North Korea Somalia Sudan Syria or any country subject to the administration and enforcement of U.S. economic embargoes and trade sanctions by the OFFICE OF FOREIGN ASSET CONTROLS (OFAC);

  • Excluded Costs means all of the following costs and expenses incurred in connection with the provision of the Management Services hereunder:

  • Excluded Cash means, as of any date, (a) any cash or cash equivalents allocated for, reserved or otherwise set aside to pay royalty obligations, working interest obligations, vendor payments, suspense payments, similar payments as are customary in the oil and gas industry, severance and ad valorem taxes, payroll, payroll taxes, other taxes, employee wage and benefit payments and trust, fiduciary, or other obligations of the Credit Parties then due and owing (or to be due and owing within five (5) Business Days) and for which the Credit Parties have issued checks or has initiated wires or ACH transfers (or, in such Credit Parties’ discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days) in order to pay, (b) any cash or cash equivalents allocated for, reserved or otherwise set aside to pay other amounts due and owing as of such date (or to be due and owing within five (5) Business Days) to Persons who are not Affiliates of the Credit Parties, (c) any cash or cash equivalents of the Credit Parties constituting pledges and/or deposits securing any binding and enforceable purchase and sale agreement with any Persons who are not Affiliates of the Credit Parties, in each case to the extent permitted by this Agreement, (d) any cash or cash equivalents of any Credit Party to be used by such Credit Party within five (5) Business Days to pay the purchase price for any acquisition of any assets or property by such Credit Party pursuant to an executed and binding agreement between such Credit Party and a third-party seller that is not an Affiliate of such Credit Party (to the extent such acquisition is permitted by this Agreement), (e) any cash collateral account in respect of letters of credit permitted under this Agreement, (f) any cash required to be applied to any mandatory prepayment of the Revolving Loans pursuant to Section 2.10(a), as applicable, and (g) to the extent not otherwise included in the preceding clauses (a) through (f), any cash contained in any Excluded Accounts (other than such Excluded Accounts referred to clause (g) in the definition thereof).

  • Excluded Parties shall have the meaning assigned to such term in Section 9.16.

  • Excluded Account means (a) any deposit account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees and (b) any Xxxxx Cash Accounts.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Excluded Accounts means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).