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
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Federal Deposit Insurance Corporation<br />
Receiver ofAlliance Bank<br />
1601 Bryan Street, Suite 1700<br />
D<strong>all</strong>as, Texas 75201<br />
Attention: Regional Counsel (Litigation Branch)<br />
13.8 Manner of Payment. All payments due under this Agreement sh<strong>all</strong> be in lawful<br />
money ofthe United States ofAmerica in immediately available funds as each party hereto may<br />
specify to the other parties; provided, that in the event the Receiver or the Corporation is<br />
obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment<br />
may be made by check.<br />
13.9 Costs, Fees <strong>and</strong> Expenses. Except as otherwise specific<strong>all</strong>y provided herein,<br />
each party hereto agrees to pay <strong>all</strong> costs, fees <strong>and</strong> expenses which it has incurred in connection<br />
with or incidental to the matters contained in this Agreement, including without limitation any<br />
fees <strong>and</strong> disbursements to its accountants <strong>and</strong> counsel; provided, that the Assuming Bank sh<strong>all</strong><br />
pay <strong>all</strong> fees, costs <strong>and</strong> expenses (other than attorneys' fees incurred by the Receiver) incurred in<br />
connection with the transfer to it ofany Assets or Liabilities Assumed hereunder or in<br />
accordance herewith.<br />
13.10 Waiver. Each ofthe Receiver, the Corporation <strong>and</strong> the Assuming Bank may<br />
waive its respective rights, powers or privileges under this Agreement; provided, that such<br />
waiver sh<strong>all</strong> be in writing; <strong>and</strong> further provided, that no failure or delay on the part ofthe<br />
Receiver, the Corporation or the Assuming Bank to exercise any right, power or privilege under<br />
this Agreement sh<strong>all</strong> operate as a waiver thereof, nor will any single or partial exercise ofany<br />
right, power or privilege under this Agreement preclude any other or further exercise thereof or<br />
the exercise ofany other right, power or privilege by the Receiver, the Corporation, or the<br />
Assuming Bank under this Agreement, nor will any such waiver operate or be construed as a<br />
future waiver ofsuch right, power or privilege under this Agreement.<br />
13.11 Severabilitv. Ifany provision ofthis Agreement is declared invalid or<br />
unenforceable, then, to the extent possible, <strong>all</strong> ofthe remaining provisions ofthis Agreement<br />
sh<strong>all</strong> remain in full force <strong>and</strong> effect <strong>and</strong> sh<strong>all</strong> be binding upon the parties hereto.<br />
13.12 Term of Agreement. This Agreement sh<strong>all</strong> continue in full force <strong>and</strong> effect until<br />
the sixth (6th) anniversary ofBank Closing; provided, that the provisions ofSection 6.3 <strong>and</strong> 6.4<br />
sh<strong>all</strong> survive the expiration ofthe term ofthis Agreement. Provided, however, the receivership of<br />
the Failed Bank may be terminated prior to the expiration ofthe term ofthis Agreement; in such<br />
event, the guaranty ofthe Corporation, as provided in <strong>and</strong> in accordance with the provisions of<br />
Section 12.7 sh<strong>all</strong> be in effect for the remainder ofthe term. Expiration ofthe term ofthis<br />
Agreement sh<strong>all</strong> not affect any claim or liability ofany party with respect to any (i) amount<br />
which is owing at the time ofsuch expiration, regardless ofwhen such amount becomes payable,<br />
<strong>and</strong> (ii) breach of this Agreement occurring prior to such expiration, regardless ofwhen such<br />
breach is discovered.<br />
Whole Bank P&A w/Loss Sharing Alliance Bank<br />
36<br />
February 6, 2009 Culver City, CA
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