Common use of Claims and Suits Clause in Contracts

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11A October 8, 2010 31 D▇▇▇▇ Bank & Trust Co. Vidalia, Georgia (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the Module 1 – Whole Bank w/ Loss Share – P&A Sterling Bank Version 2.07 Lantana, Florida June 10, 2010 30 request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing,. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank Module 1— Whole Bank w/ Loss Share — P&A Version 2.09B September 13, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A Home Valley Bank Version 2.07 Cave Junction, Oregon June 10, 2010 30 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A 30 Rainier Pacific Bank Version 2.00 Tacoma, Washington January 20, 2010 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A Version 2.11B October 8, 2010 31 Tifton Banking Company Tifton, GA (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A Desert Hills Bank Version 2.01 30 Phoenix, Arizona February 24, 2010 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A Unity National Bank Version 2.01 Cartersville, Georgia February 24, 2010 30 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A ▇▇▇▇▇▇▇▇ Commercial Bank Version 2.01 30 Carrollton, GA ▇▇▇▇▇ ▇▇, ▇▇▇▇ (b▇) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement. Module 1 Whole Bank w/ Loss Share – P&A Version 2.07 June 10, 2010 30 Liberty Bank Eugene, Oregon (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 — Whole Bank w/ Loss Share — P&A Version 2.07 July 30, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement. Module 1 Whole Bank w/ Loss Share – P&A USA BANK Version 2.06 PORT CHESTER, NEW YORK May 24, 2010 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing; provided that no such settlement shall be made without the prior written consent of the Assuming Bank (such consent not to be unreasonably withheld or delayed) unless any such settlement includes an Module 1 - Whole Bank w/ Loss Share - P&A Guaranty Bank Version 1.05 29 Austin, Texas June 16, 2009 express unconditional release of the Assuming Bank and its Affiliates from any and all liabilities arising out of or relating to such claim or suit without any admission of wrongdoing by the Assuming Bank or any of its Affiliates. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or or Module 1 Whole Bank w/ Loss Share – P&A Version 2.09A August 17, 2010 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

Claims and Suits. (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank Institution with respect to which the Receiver has indemnified the Assuming Bank Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Whole Bank P&A w/Loss Sharing COUNTY BANK 6 February 2009 MERCED, CA Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank Institution with respect to any of its obligations under this Agreement.. Module 1 – Whole Bank w/ Loss Share – P&A Horizon Bank Version 2.09A Bradenton, Florida August 17, 2010 31 (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.