ACH Items. Seller and Buyer will use their best efforts to transfer all ACH arrangements to Buyer as soon as possible after the Closing Date. At least fifteen (15) Business Days prior to the Closing Date, Seller will deliver to Buyer (i) a listing of account numbers for all accounts being assumed by Buyer subject to ACH Items and Recurring Debit arrangements, and (ii) all other records and information necessary for Buyer to administer such arrangements. Buyer shall continue such ACH arrangements and such Recurring Debit arrangements as are originated and administered by third parties and for which Buyer need act only as processor; Buyer shall have no obligation to continue Recurring Debit arrangements that were originated or administered by Seller, and Seller, if so directed by Buyer, shall terminate such arrangements on or prior to the Closing Date. After the Closing Date Seller will use its best efforts by 11:00 a.m. on each Business Day, to (1) telecopy or deliver to Buyer, at such address as Buyer may from time to time designate, a detailed listing of all debits and credits of ACH Items or Recurring Debit activity affecting the Deposits during the prior Business Day, and (ii) remit by wire transfer to Buyer all ACH Item funds then known by Seller that are intended for Deposit accounts being transferred to Buyer; provided, however, that Seller's obligation to deliver such summaries of its expenses and to forward such ACH Items shall continue only until one hundred twenty (120) days after the Closing Date. Thereafter, Seller will return all ACH Items to the paying party. All amounts due and not paid by 11:00 a.m. on the date payment is due shall accrue interest at a rate equal to the Fed Funds Rate as of the date such payment is due.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Harrington Financial Group Inc), Purchase and Assumption Agreement (Harrington West Financial Group Inc/Ca)
ACH Items. Seller and Buyer ACH items will use their best efforts be handled in the following manner:
(i) Beginning at least thirty (30) calendar days prior to transfer all ACH arrangements to Buyer as soon as possible after the Closing Date. , Seller will deliver each day to Purchaser a modem transmission or paper report of all ACH Items and recurring debit/credit arrangements in standard ACH format.
(ii) At least fifteen thirty (1530) Business Days calendar days prior to the Closing Date, Seller will deliver to Buyer Purchaser, (iA) a listing copies of account numbers any ACH origination forms for all accounts social security payments and recurring debit/credit arrangements being assumed by Buyer subject to ACH Items and Recurring Debit arrangementsPurchaser which are in Seller's possession hereunder, and (iiB) all other records and information in Seller's possession necessary for Buyer Purchaser to administer such arrangements.
(iii) As soon as possible after the Closing Date, Seller and Purchaser will use their reasonable efforts to transfer all ACH arrangements to Purchaser. Buyer Purchaser shall continue such ACH arrangements and such Recurring Debit recurring debit arrangements as are originated and administered by third parties and for which Buyer Purchaser need act only as processor; Buyer shall have no obligation to continue Recurring Debit arrangements that were originated or administered by Seller, .
(iv) Beginning on the Closing Date and Seller, if so directed by Buyer, shall terminate such arrangements on or prior to for one hundred and twenty (120) calendar days after the Closing Date. After the Closing Date , Seller will shall use its best commercially reasonable efforts by 11:00 a.m. to, prior to 12:00 p.m. (New York City time) on each Business Day, to (1A) telecopy or deliver to Buyer, Purchaser at such address as Buyer Purchaser may from time to time designate, a detailed listing of all debits and credits summary of ACH Items or Recurring Debit activity affecting the Deposits at the Branch Office during the prior Business Day, and (iiB) remit by wire transfer to Buyer Purchaser all ACH Item Items funds then known by Seller that which are intended for Deposit deposit accounts at the Branch Office being transferred to Buyer; provided, however, that Seller's obligation to deliver Purchaser on such summaries of its expenses Business Day. One hundred and to forward such ACH Items shall continue only until one hundred twenty (120) calendar days after the Closing Date. Thereafter, Seller will return all such ACH Items to the paying party. All amounts due party and not paid by 11:00 a.m. on the date payment is due Purchaser shall accrue interest at a rate equal assume no responsibility with respect to the Fed Funds Rate as of the date such payment is dueACH Items.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (City National Bancshares Corp)
ACH Items. Seller and Buyer ACH items will use their best efforts to transfer all ACH arrangements to Buyer as soon as possible after be handled in the Closing Date. following manner:
(i) At least fifteen thirty (1530) Business Days calendar days prior to the Closing Date, Seller will deliver to Buyer Purchaser (iA) a listing modem transmission of account numbers all ACH Items and recurring debit arrangements in standard ACH format, (B) copies of all ACH origination forms for all accounts social security payments and recurring debit arrangements being assumed by Buyer subject to ACH Items and Recurring Debit arrangementsPurchaser hereunder, and (iiC) all other records and information in Seller's possession necessary for Buyer Purchaser to administer such arrangements.
(ii) As soon as possible after the Closing Date, Seller and Purchaser will use their reasonable efforts to transfer all ACH arrangements to Purchaser. Buyer Purchaser shall continue such ACH arrangements and such Recurring Debit recurring debit arrangements as are originated and administered by third parties and for which Buyer Purchaser need act only as processor; Buyer shall have no obligation to continue Recurring Debit arrangements that were originated or administered by Seller, and Seller, if so directed by Buyer, shall terminate such arrangements .
(iii) Beginning on or prior to the Closing Date. After the Closing Date Seller will use its best efforts by 11:00 a.m. on each Business Day, to (1) telecopy or deliver to Buyer, at such address as Buyer may from time to time designate, a detailed listing of all debits and credits of ACH Items or Recurring Debit activity affecting the Deposits during the prior Business Day, and (ii) remit by wire transfer to Buyer all ACH Item funds then known by Seller that are intended for Deposit accounts being transferred to Buyer; provided, however, that Seller's obligation to deliver such summaries of its expenses and to forward such ACH Items shall continue only until one hundred and twenty (120) days after the Closing Date, Seller shall use commercially reasonable efforts to, prior to 12:00 p.m. Eastern Time Zone on each Business Day, (A) telecopy or deliver to Purchaser at such address as Purchaser may from time to time designate, a summary of ACH Items activity as received in the warehouse file, but prior to posting to Seller's account affecting the Deposits at the Branch Offices during the prior Business Day, and (B) remit immediately available funds by wire transfer to Purchaser all ACH Items 63 funds then known by Seller which are intended for deposit accounts at the Branch Offices being transferred to Purchaser on such Business Day. ThereafterOne hundred and twenty (120) days after the Closing Date, Seller will return all such ACH Items to the paying party. All amounts due party and not paid by 11:00 a.m. on the date payment is due Purchaser shall accrue interest at a rate equal assume no responsibility with respect to the Fed Funds Rate as of the date such payment is dueACH Items.
Appears in 1 contract
Samples: Asset Purchase Agreement (Charter One Financial Inc)
ACH Items. Seller and Buyer will use their best efforts to transfer all ACH arrangements to Buyer as soon as possible after the Closing Date. At least fifteen (15) Business Days prior to the Closing Date, Seller will deliver to Buyer (i) a listing of account numbers for all accounts being assumed by Buyer subject to ACH Items and Recurring Debit arrangements, and (ii) all other records and information necessary for Buyer to administer such arrangements. Buyer shall continue such ACH arrangements and such Recurring Debit arrangements as are originated and administered by third parties and for which Buyer need act only as processor; Buyer shall have no obligation to continue Recurring Debit arrangements that were originated or administered by Seller, and Seller, if so directed by Buyer, shall terminate such arrangements on or prior to the Closing Date. After the Closing Date Date, Seller will use its best efforts by 11:00 a.m. on each Business Day, to (1) telecopy or deliver to Buyer, at such address as Buyer may from time to time designate, a detailed listing of all debits and credits of ACH Items or Recurring Debit activity affecting the Deposits during the prior Business Day, and (ii) remit by wire transfer to Buyer all ACH Item funds then known by Seller that are intended for Deposit accounts being transferred to Buyer; provided, however, that Seller's obligation to deliver such summaries of its expenses and to forward such ACH Items shall continue only until one hundred twenty (120) days after the Closing Date. Thereafter, Seller will return all ACH Items to the paying party. All amounts due and not paid by 11:00 a.m. on the date payment is due shall accrue interest at a rate equal to the Fed Funds Rate as of the date such payment is due.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Harrington Financial Group Inc)