Any institution or other person to whom assets, business, and property are transferred pursuant to a supervisory merger or a supervisory acquisition shall take those assets, business, and property:
Terms Used In Utah Code 7-19-5.5
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Commissioner: means the Commissioner of Financial Institutions. See Utah Code 7-1-103
Department: means the Department of Financial Institutions. See Utah Code 7-1-103
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
Supervisory acquisition: means the acquisition of control, the acquisition of all or a portion of the assets, or the assumption of all or a portion of the liabilities, pursuant to Section 7-2-1, 7-2-12, or 7-2-18, of a failing or failed depository institution or a failing or failed depository institution holding company, whether or not in the possession of the commissioner, by:
(a)
a Utah depository institution;
(b)
an out-of-state depository institution;
(c)
a Utah depository institution holding company; or
(d)
an out-of-state depository institution holding company. See Utah Code 7-19-1
Supervisory merger: means the merger or consolidation, pursuant to Section 7-2-1, 7-2-12, or 7-2-18 of a failing or failed depository institution or a failing or failed depository institution holding company, whether or not in the possession of the commissioner, with:
(a)
a Utah depository institution;
(b)
an out-of-state depository institution;
(c)
a Utah depository institution holding company; or
(d)
an out-of-state depository institution holding company. See Utah Code 7-19-1
(a)
free and clear of all liens, claims, and encumbrances that have been avoided or disallowed by the commissioner under Sections 7-2-6 and 7-2-12;
(b)
free and clear of all unperfected liens, claims, and encumbrances pertaining to the assets, business, and property, except to the extent expressly assumed by the transferee; and
(c)
subject to all allowed perfected liens, claims, security interests, and encumbrances relating to such assets, business, and property.
(2)
Only those deposit liabilities and other liabilities, claims, and obligations of or against the transferring institution, its officers, directors, employees, and agents which are expressly assumed by the transferee shall be transferred or assigned pursuant to a supervisory merger or a supervisory acquisition. In addition, no such transferee shall be liable for any claim or obligation made against or attributable to acts or omissions of the commissioner, the department, or any of their agents, arising out of or related to the supervisory merger or the supervisory acquisition.
