Assignment and Assumption of Deposits Sample Clauses

Assignment and Assumption of Deposits. At the Closing, Seller shall assign to Purchaser, and Purchaser shall (a) accept and assume from Seller and (b) pay, perform and discharge all obligations with respect to and be solely liable for all Deposits domiciled at the Branch Offices (the "Deposit Obligations"). Prior to the Closing Date, Seller shall provide Purchaser with Schedule 2.3 which sets forth a list of all the Deposits as of the date of the Schedule.
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Assignment and Assumption of Deposits. Schedule 2.3, attached hereto, sets forth a summary of all the Deposits at September 30, 1999. Within 5 Business Days of the Closing Date, Seller shall provide Purchaser with a revised Schedule 2.3 which sets forth a summary of all the Deposits. At the Closing, Seller shall assign to Purchaser, and Purchaser shall (a) accept and assume from Seller and (b) pay, perform and discharge all obligations with respect to and be solely liable for all Deposits domiciled at the Branch Office (the "Deposit Obligations").
Sample 1
Assignment and Assumption of Deposits. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall assign to Purchaser, and Purchaser shall accept and assume from Seller, and shall be solely and exclusively liable for, all obligations of Seller arising or accrued after the close of business on the Closing Date with respect to (a) Branch Deposits listed on Section 1.3(a)(i) of the Seller Disclosure Letter and (b) Branch Deposits in accounts opened on behalf of a customer by a Branch Office in the ordinary course of business consistent with past practice between the date listed on Section 1.3(a)(i) of the Seller Disclosure Letter and the close of business on the Closing Date, in each case as such Branch Deposits may be increased or decreased in the ordinary course of business, and in each case provided such Branch Deposits are domiciled at the Branch Offices as of the close of business on the Closing Date (collectively, the “Deposits”). As used in this Agreement, the term “Branch Deposits” shall mean, as of any given time, all deposits (as defined in Section 3(l) of the Federal Deposit Insurance Act (“FDIA”), as amended, 12 U.S.C. Section 1813(l)) domiciled at any Branch Office, including the aggregate balances of all savings accounts (including certificates of deposit), including accounts accessible by negotiable orders of withdrawal or other demand instruments, all deposit accounts maintained by a customer for the stated purpose of the accumulation of funds to be drawn upon at retirement (“Retirement Accounts”), all deposit accounts domiciled at each Branch Office through which Seller accepts payments or deposits for credit or deposit to another account domiciled at such Branch Office, all deposit accounts domiciled at the Branch Offices subject to arrangements between the owner of the account and a third party which directly makes Automated Clearing House (“ACH”) debits and credits, including social security payments, Federal recurring payments, and other payments debited and/or credited on a regularly scheduled basis to or from such accounts (such payments being hereinafter referred to as the “Automated Items” and such accounts being hereinafter referred to as the “Automated Accounts”), and all other accounts and deposits domiciled at the Branch Offices, together with interest, if any, that are accrued but unposted to Seller’s general ledger as of such time. Notwithstanding the foregoing, Branch Deposits shall not include any Certificate of Deposit A...
Sample 1
Assignment and Assumption of Deposits. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Seller shall assign to Purchaser, and Purchaser shall (a) accept and assume from Seller and (b) pay, perform and discharge all obligations with respect to and be solely liable for all Deposits domiciled at the Branch Offices (the "Deposit Obligations"). At least ten Business Days prior to the Closing Date, Seller shall provide Purchaser with Schedule 2.3 which sets forth a list of all the Deposits as of the most recent practicable date.
Sample 1

Related to Assignment and Assumption of Deposits

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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