REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:
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REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 39 ARTICLE XII. INDEMNIFICATION 41
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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”).
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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
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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
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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
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. The Assuming Institution represents and warrants to the Corporation and the Receiver as follows: Module 2 - Standard P&A First National Bank Version 2.02 Savannah, GA June 25, 2010
Sample 1
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
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION. 39 11.1 Corporate Existence and Authority 39 11.2 Third Party Consent 39 11.3 Execution and Enforceability 39 11.4 Compliance with Law 39 11.5 Insured or Guaranteed Loans 40 11.6 Representations Remain True 40 11.7 No Reliance; Independent Advice 40 ARTICLE XII INDEMNIFICATION 40 12.1 Indemnification of Indemnitees 40 12.2 Conditions Precedent to Indemnification 44 12.3 No Additional Warranty 44 12.4 Indemnification of Receiver and Corporation 45 12.5 Obligations Supplemental 45 12.6 Criminal Claims 45 12.7 Limited Guaranty of the Corporation 45 12.8 Subrogation 46 ARTICLE XIII. MISCELLANEOUS 46 13.1 Expenses 46 13.2 Waiver of Jury Trial 46 13.3 Consent; Determination or Discretion 47 13.4 Rights Cumulative 47 13.5 References 47 Basic P&A Agreement – 2/26/15 i Doral Bank Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT San Xxxx, PR 13.6 Notice 47 13.7 Entire Agreement 48 13.8 Counterparts 48 13.9 Governing Law 48 13.11 Modification 49 13.12 Manner of Payment 49 13.13 Waiver 49 13.14 Severability 50 13.15 Term of Agreement 50 13.16 Survival of Covenants, Etc. 50
Sample 1