Investment Advisory Services means investment management or investment advisory
services, including any subadvisory services, that involve acting as an investment adviser within the meaning of the Investment Advisers Act.
IRS means the U.S. Internal Revenue Service.
IT Assets means any and all computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, data
communications lines, all other information technology equipment (excluding any public networks) and all associated documentation.
Knowledge means, as of any date, (a) with respect to the Parent Seller, Seller Intermediate Holding Company, Seller Holdco and
Seller Bank, the actual knowledge as of such date of any of the officers of Seller Bank listed on Section 1.1(a) of the Seller Disclosure Schedule, (b) with respect to Purchaser Bank, the actual knowledge as of such
date of any of the officers of Purchaser Bank listed on Section 1.1(a) of the Purchaser Disclosure Schedule and (c) with respect to Purchaser or Purchaser U.S. Holding Company, the actual knowledge as of such date of
any of the officers of Purchaser listed on Section 1.1(a) of the Purchaser Disclosure Schedule.
means any foreign, federal, state or local law, statute, code, ordinance, rule, regulation, order, award, writ, decree, directive or injunction issued, promulgated or entered into by or with any Governmental Authority.
Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien or other similar encumbrance.
Losses means any damages, losses, payments, judgments,
out-of-pocket costs and expenses (including reasonable and documented legal fees), liabilities, obligations, Taxes, interests, awards and penalties, including as a
result of Actions.
Material Adverse Effect means any change, effect, event or occurrence that, individually or in the
aggregate, (i) has been or would reasonably be expected to be materially adverse to the business, financial condition, or the results of operations of Seller Holdco and its Subsidiaries, taken as a whole, or (ii) prevents or materially
impairs the consummation of the Transactions; provided that none of the following (or the results thereof), either alone or in combination, shall constitute or contribute to a Material Adverse Effect under clause (i): (a) any
change in GAAP or regulatory accounting requirements, or any adoption, proposal, implementation or change in Law (including any Law in respect of Taxes, and Laws newly enacted for, relating to or arising out of efforts to implement Contagion Event
Measures and address the spread of any Contagion Event) or any interpretation thereof by any Governmental Authority; (b) changes, events, conditions or trends in economic, business, credit or financial conditions generally affecting the banking
and financial sector specifically, and changes in the capital or credit markets, including any downgrades in the credit markets, or adverse credit events resulting in deterioration in the credit markets generally (including any such change resulting
from or arising out of a Contagion Event); (c) any change in global or national (including such changes in the U.S., France or E.U.) political conditions (including as result of the outbreak of war, acts of terrorism (including cyber terrorism)
or a Contagion Event);