Performance of Liabilities. Purchaser agrees to honor, to the extent that such depositor has funds on deposit with Purchaser, all properly payable checks, drafts, and non-negotiable withdrawal orders on forms previously provided by Seller with respect to the Branch Deposits to the same extent as if the checks, drafts, or orders were drawn on forms provided by Purchaser with respect to similar deposits or accounts for a period of 120 days following the Closing Date, and shall hold Seller harmless with respect to any wrongful dishonor by Purchaser thereof within such period. Purchaser agrees to honor all previously authorized ACH transfers with respect to the Branch Deposits to the same extent as if the ACH transfer were made with respect to similar deposits or accounts at Purchaser for a period of ninety (90) calendar days following the Closing Date, and shall hold Seller harmless with respect to any wrongful dishonor by Purchaser thereof within such period.
Performance of Liabilities. Subject to Seller's compliance with Section 13.6 from and after the Closing, Buyer agrees to pay (to the extent there are sufficient available funds on deposit) all properly drawn checks, drafts and negotiable withdrawal orders drawn against a Deposit account transferred by Seller to Buyer as contemplated herein, timely presented to Buyer by mail, over its counters or through inclearings and whether drawn on the check or draft forms provided by Seller for sixty (60) days after the Closing Date.
Performance of Liabilities. The Company will (i) duly pay and discharge all Indebtedness in such manner as shall be necessary in order to prevent the occurrence of an Event of Default under Section 8.1(d) hereof, and (ii) duly pay and discharge all taxes before the same shall become in default, and all lawful claims for labor, materials and supplies that have become due and payable which taxes and other claims, if unpaid, might become a lien upon any of its properties if the loss of such properties could have a material adverse effect on the business, operations, prospects, assets and/or financial or other condition of the Company.
Performance of Liabilities. From and after the Closing Date, Purchaser shall indemnify and hold Seller harmless and fully perform, pay and discharge all of the Liabilities as and when due and shall protect the rights of depositors and creditors of the Branch in the same manner and to the same extent as if Purchaser had itself originally incurred the Liabilities. Seller shall indemnify and hold Purchaser harmless and fully perform, pay and discharge all liabilities and other obligations of Seller that are not included among the Liabilities.
Performance of Liabilities. From and after the Closing Date, -------------------------- Purchaser shall fully perform, pay and discharge all of the Liabilities as and when due and shall protect and observe the rights of depositors and creditors of the Branches, the Operating Sites and the ATMs in the same manner and to the same extent as if Purchaser had itself incurred the Liabilities and as otherwise may be required by applicable law.
Performance of Liabilities. The Company will and will cause the Subsidiaries to (i) duly pay and discharge all Indebtedness in such manner as shall be necessary in order to prevent the occurrence of an Event of Default under Section 8.1(d) hereof, and (ii) duly pay and discharge all taxes before the same shall become in default unless such taxes are being contested by the Company in good faith, and all lawful claims for labor, materials and supplies that have become due and payable which taxes and other claims, if unpaid, might become a Lien upon any of its properties if the loss of such properties could have a Material Adverse Effect.
Performance of Liabilities. From and after the Closing Time, Buyer --------------------------- agrees to pay, to the extent of sufficient available funds on deposit, all properly drawn checks and drafts timely presented to it by mail, over its counters or through clearings by depositors whose deposits or accounts on which such items are drawn are Target Deposits, whether drawn on the check or draft forms provided by Seller, for at least sixty (60) calendar days after the Closing Date.
Performance of Liabilities. First State Bank agrees to, from and after the Closing Date, pay, honor, discharge and perform all of the Corporate Trust Liabilities, as specifically set forth in Section 1.2 hereof.
Performance of Liabilities. From and after the Closing Date, Buyer ----------- -- ----------- agrees to pay, subject to Seller's compliance with Section 8.12 hereof, to the extent of sufficient available funds on deposit, all properly drawn checks, negotiable orders of withdrawal ("NOW"), drafts, non-negotiable withdrawal orders, or other items or instruments timely presented to it by mail, over its counters, through clearings, or otherwise, by depositors whose deposits or accounts on which such items are drawn are Deposits, whether or not utilizing the check, NOW, draft, or other forms or processes provided by Seller, for at least one hundred twenty (120) days after the Closing Date.
Performance of Liabilities. 13 7.3 Consents and Notices........................................13
