Bank Liabilities. Shall mean the liabilities of Assignor to be assumed by Assignee pursuant to this Agreement, which will consist of all of Assignor's liabilities and obligations at the Effective Time other than Excluded Liabilities, and shall include, without limitation, the following: (i) the Deposit Liabilities including, without limitation, any negative deposits (overdrafts); (ii) all liabilities and obligations under the Banking Office Leases and Tenant Leases (irrespective of whether any necessary
... third-party consents to the transfer thereof have been obtained); (iii) all liabilities and obligations under the Safe Deposit Agreements; (iv) all liabilities and obligations relating to the Loans; (v) all liabilities and obligations under the Custodial Accounts and Fiduciary Accounts; (vi) all liabilities and obligations under any building maintenance, service, vendor or other contract relating to the Bank Business in effect as of the date hereof, regardless of whether such contract is assignable and/or included in Section 1(c)(v), including costs of terminating any such contracts that Assignee chooses to terminate in connection with the transactions contemplated by this Agreement, but excluding any such contracts arising out of or relating to Excluded Liabilities; (vii) any and all borrowings from the Federal Home Loan Bank of New York or any other person related to Assignor's business; (viii) any liabilities and obligations with respect to Real Property and Other Real Estate Owned; (ix) any liabilities and obligations with respect to any employees of Assignor (whether employed directly by Assignor or through leases or otherwise) except for any such liabilities as are Excluded Liabilities; and (x) any and all other liabilities and obligations, including contingent 4 liabilities, relating to or arising out of the Bank Business, except for any of the foregoing that shall be Excluded Liabilities.
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