Additional Contracts. (a) From the date of this Agreement until the Closing Date, the parties shall take the following actions for any contract or group of related contracts which are related to the operations of the Branch Offices or the other operations that are the subject of this Agreement, and which are expected to result in payments of more than $50,000 in any year or $25,000 in the case of contracts which are not cancelable on 60 days or less notice without cost or penalty (an "Additional Contract"). (b) Prior to entering into an Additional Contract, Seller shall provide written notice to Purchaser of its intention to enter into the Additional Contract and shall afford Purchaser reasonable access to the documents relating thereto. (c) By 12:00 p.m. of the fifth Business Date following notice by Seller, Purchaser shall state to Seller its decision as to whether or not to accept such Additional Contract. The failure by Purchaser to respond prior to 12:00 p.m. on such fifth Business Day shall be deemed an acceptance of such Additional Contract. (d) Any Additional Contracts accepted or deemed accepted by Purchaser under this section, and any contract entered into by Seller subsequent to the date hereof for which Seller is not required to notify Purchaser pursuant to the terms of this section, shall be added to Schedule 2.1(f) and become part of the Contracts to be assumed by Purchaser.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (First Nationwide Parent Holdings Inc), Purchase and Sale Agreement (First Nationwide Holdings Inc)
Additional Contracts. (a) From the date of this Agreement until the Closing Date, the parties shall take the following actions for any contract or group of related contracts which are related to the operations of the Branch Offices Office or the other operations that are the subject of this Agreement, and which are expected to result in payments of more than $50,000 5,000 in any year or $25,000 1,000 in the case of contracts which are not cancelable on 60 sixty (60) calendar days or less notice without cost or penalty (an "Additional Contract").
(b) Prior to entering into an Additional Contract, Seller shall provide written notice to Purchaser of its intention to enter into the Additional Contract and shall afford Purchaser reasonable access to the documents relating thereto.
(c) By 12:00 p.m. p.m (New York City time) of the fifth Business Date Day following notice by Seller, Purchaser shall state to Seller its decision as to whether or not to accept such Additional Contract. The failure by Purchaser to respond prior to 12:00 p.m. (New York City time) on such fifth Business Day shall be deemed an acceptance of such Additional Contract.
(d) Any Additional Contracts accepted or deemed accepted by Purchaser under this section, and any contract entered into by Seller subsequent to the date hereof for which Seller is not required to notify Purchaser pursuant to the terms of this section, shall be added to Schedule 2.1(f) and become part of the Contracts to be assumed by Purchaser.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
Additional Contracts. (a) From the date of this Agreement until and through the Closing Date, the parties shall take the following actions for any contract or group of related contracts which are related to the operations of the Branch Offices or the other operations that are the subject of this Agreement, and which are (i) not related to the ordinary course of business of the Branch Offices or (ii) expected to result in payments of more than $50,000 in any year or $25,000 in the case of contracts which are not cancelable on 60 days or less notice without cost or penalty (an "Additional Contract").
(b) Prior to entering into an Additional Contract, Seller shall provide written notice to Purchaser of its intention to enter into the Additional Contract and shall afford Purchaser reasonable access to the documents relating thereto.
(c) By 12:00 p.m. of the fifth tenth Business Date following notice by Seller, Purchaser shall state to Seller its decision as to whether or not to accept such Additional Contract. The failure by Purchaser to respond prior to 12:00 p.m. on such fifth tenth Business Day shall be deemed an acceptance of such Additional Contract.
(d) Any Additional Contracts accepted or deemed accepted by Purchaser under this section, and any contract entered into by Seller subsequent to the date hereof for which Seller is not required to notify Purchaser pursuant to the terms of this section, shall be added to Schedule 2.1(f2.1(a)(vi) and become part of the Contracts to be assumed by Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (North Fork Bancorporation Inc)
Additional Contracts. (a) From the date of this Agreement until the Closing Date, the parties shall take the following actions for any contract or group of related contracts which are related to the operations of the Branch Offices or the other operations that are the subject of this Agreement, and which are expected to result in payments of more than $50,000 in any year or $25,000 25,0O0 in the case of contracts which are not cancelable on 60 days or less notice without cost or penalty (an "Additional Contract").
(b) Prior to entering into an Additional Contract, Seller shall provide written notice to Purchaser of its intention to enter into the Additional Contract and shall afford Purchaser reasonable access to the documents relating thereto.
(c) By 12:00 p.m. of the fifth Business Date following notice by Seller, Purchaser shall state to Seller its decision as to whether or not to accept such Additional Contract. The failure by Purchaser to respond prior to 12:00 p.m. on such fifth Business Day shall be deemed an acceptance of such Additional Contract.
(d) Any Additional Contracts accepted or deemed accepted by Purchaser under this section, and any contract entered into by Seller subsequent to the date hereof for which Seller is not required to notify Purchaser pursuant to the terms of this section, shall be added to Schedule 2.1(f) and become part of the Contracts to be assumed by Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Charter One Financial Inc)