purchase and assumption agreement whole bank all deposits - FDIC
purchase and assumption agreement whole bank all deposits - FDIC
purchase and assumption agreement whole bank all deposits - FDIC
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
6.1 Expenses. Except as otherwise expressly provided herein, <strong>all</strong> costs <strong>and</strong> expenses<br />
incurred by a party hereto in connection with this Single Family Shared-Loss Agreement sh<strong>all</strong> be<br />
borne by such party whether or not the transactions contemplated herein sh<strong>all</strong> be consummated.<br />
6.2 Successors <strong>and</strong> Assigns; Specific Performance. All terms <strong>and</strong> provisions ofthis<br />
Single Family Shared-Loss Agreement sh<strong>all</strong> be binding upon <strong>and</strong> sh<strong>all</strong> inure to the benefit ofthe<br />
parties hereto only; provided, however, that, Receiver may assign or otherwise transfer this<br />
Single Family Shared-Loss Agreement (in <strong>whole</strong> or in part) to the Federal Deposit Insurance<br />
Corporation in its corporate capacity without the consent of Assuming Bank. Notwithst<strong>and</strong>ing<br />
anything to the contrary contained in this Single Family Shared-Loss Agreement, except as is<br />
expressly permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this<br />
Single Family Shared-Loss Agreement (in <strong>whole</strong> or in part) without the prior written consent of<br />
the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion,<br />
<strong>and</strong> any attempted assignment or transfer in violation ofthis provision sh<strong>all</strong> be void ab initio.<br />
6.3 Governing Law. This Single Family Shared-Loss Agreement sh<strong>all</strong> be construed<br />
in accordance with federal law, or, ifthere is no applicable federal law, the laws ofthe State of<br />
New York, without regard to any rule of conflict oflaw that would result in the application ofthe<br />
substantive law of any jurisdiction other than the State ofNew York.<br />
6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY<br />
IRREVOCABLY AND 1JNCONDITIONALL Y WANES ALL RIGHT TO TRIAL BY JURY<br />
IN OR TO HAVE A HJRY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION,<br />
PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR<br />
OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS<br />
SINGLE FAMILY SHARED-LOSS AGREEMENT OR ANY OF THE TRANSACTIONS<br />
CONTEMPLATED HEREBY.<br />
6.5 Captions. All captions <strong>and</strong> headings contained in this Single Family Shared-Loss<br />
Agreement are for convenience of reference only <strong>and</strong> do not form a part of, <strong>and</strong> sh<strong>all</strong> not affect<br />
the meaning or interpretation of, this Single Family Shared-Loss Agreement.<br />
6.6 Entire Agreement; Amendments. This Single Family Shared-Loss Agreement,<br />
including the Exhibits <strong>and</strong> any other documents delivered pursuant hereto, embody the entire<br />
<strong>agreement</strong> ofthe parties with respect to the subject matter hereof, <strong>and</strong> supersede <strong>all</strong> prior<br />
representations, warranties, offers, acceptances, <strong>agreement</strong>s <strong>and</strong> underst<strong>and</strong>ings, written or oral,<br />
relating to the subject matter herein. This Single Family Shared-Loss Agreement may be<br />
amended or modified or any provision thereof waived only by a written instrument signed by<br />
both parties or their respective duly authorized agents.<br />
6.7 Severability. Whenever possible, each provision ofthis Single Family Shared-<br />
Loss Agreement sh<strong>all</strong> be interpreted in such manner as to be effective <strong>and</strong> valid under applicable<br />
law, but if any provision ofthis Single Family Shared-Loss Agreement is held to be prohibited<br />
by or invalid, illegal or unenforceable under applicable law, such provision sh<strong>all</strong> be construed<br />
<strong>and</strong> enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or<br />
unenforceable, <strong>and</strong> the validity, legality <strong>and</strong> enforceability ofthe remainder ofsuch provision<br />
Whole Bank P&A w/Loss Sharing Alliance Bank<br />
61<br />
February 6, 2009 Culver City, CA
Change language