Assumed Banking Liabilities Sample Clauses

Assumed Banking Liabilities. From and after the Closing, JPM will assume, and will pay, perform and discharge as they become due, all of the liabilities and obligations set forth in this Section 3.2(a), other than any Excluded Banking Liability (collectively, the "ASSUMED BANKING LIABILITIES"): (1) the Assumed Banking Deposits; (2) the Assumed Banking Agreements; (3) all liabilities and obligations relating to, arising from or in connection with the Transferred Banking Employees and their employment, including all compensation, benefits, severance, workers compensation and welfare benefit claims and employment-related liabilities arising, or relating to the conduct of the Banking Business, on or after the Closing Date (as such term is used in Section 13.2(a)); (4) any Accrued Interest and any FAS 91 Fees earned, unbilled and unearned, or unamortized fees from the Banking Business, in each case which are not otherwise deducted in determining the Net Book Value of any Purchased Banking Asset; and (5) other than the Excluded Banking Liabilities, all other liabilities and obligations relating in any manner to or arising out of the Banking Business, the Purchased Banking Assets or the other Assumed Banking Liabilities, of whatever kind or nature primary or secondary, direct or indirect, known or unknown, accrued or unaccrued, absolute or contingent, contractual or tortious or otherwise. JPM's obligations under this Section 3.2(a) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any document delivered in connection herewith or any right or alleged right to indemnification hereunder or thereunder. All periodic fees or charges shall be shared on proportionate basis as of the Closing Date in accordance with Section 4.5.